##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-Q



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|           |  |                                                                                                 
|---------- |  | ------------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                                 
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934 
|           |  | For the quarterly period ended June 30,
    2004                                                
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|           |  | For the transition period
    from             to             .                                 

Commission file number: 01-10920



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Fisher Scientific International Inc.

(Exact name of registrant as specified in its
charter)


|                                                                                     |  |                                                   
|------------------------------------------------------------------------------------ |  | --------------------------------------------------
|Delaware(State or other jurisdiction of
    incorporation or organization)           |  | 02-0451017(I.R.S. Employer
    Identification No.)
|                                                                                    
|One Liberty Lane, Hampton, New Hampshire(Address of principal executive
    offices) |  | 03842(Zip Code)                                   

(603) 926-5911

(Registrants telephone number, including
area code)




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Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days:     Yes þ     No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act)     Yes þ     No o

The number of shares of Common Stock outstanding
at August 2, 2004 was 114,930,175.



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FISHER SCIENTIFIC INTERNATIONAL INC.

FORM 10-Q

For the Quarter Ended June 30,
2004


INDEX

|                                              |  |                                                                                                                            |    |          |    | 
|--------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- | -- | -------- | -- | 
|                                              |  |                                                                                                                            |    | Page No.
|                                              |  |                                                                                                                            |    |         
|Part I                                        |  |  FINANCIAL INFORMATION:                                                                                                   |    |          |    | 
|Item 1                                        |  |   Financial Statements:
    Introduction to the Financial Statements                                                      |    |          | 2  | 
|                                              |  | Statement
    of Operations  Three and Six Months Ended
    June 30, 2004 and 2003                                        |    |          | 3  | 
|                                              |  | Balance
    Sheet  June 30, 2004 and December 31,
    2003                                                                |    |          | 4  | 
|                                              |  | Statement
    of Cash Flows  Six Months Ended June 30, 2004
    and 2003                                                  |    |          | 5  | 
|                                              |  | Statement
    of Changes in Stockholders Equity and Other Comprehensive
    Income        Six Months Ended June 30, 2004 |    |          | 6  | 
|                                              |  | Notes to
    Financial Statements                                                                                          |    |          | 7  | 
|Item 2                                        |  |   Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations                           |    |          | 18 | 
|Item 3                                        |  |   Quantitative and
    Qualitative Disclosures About Market Risk                                                          |    |          | 26 | 
|Item 4                                        |  |   Controls and
    Procedures                                                                                             |    |          | 27 | 
|                                             
|Part II                                       |  |   OTHER
    INFORMATION:                                                                                                  |    |          |    | 
|Item 6                                        |  |   Exhibits and Reports
    on Form 8-K                                                                                    |    |          | 28 | 
|SIGNATURE                                     |  |                                                                                                                            | 30 |         
|Certifications                                |  |                                                                                                                            |    |         
|EX-10.3 CREDIT AGREEMENT DATED AUGUST 2, 2004
|EX-31.1 CERTIFICATION OF CEO                 
|EX-31.2 CERTIFICATION OF CFO                 
|EX-32.1 CERTIFICATION OF CEO                 
|EX-32.2 CERTIFICATION OF CFO                 



1



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.



PART 1  FINANCIAL
INFORMATION





Item 1  Financial
Statements

INTRODUCTION TO THE FINANCIAL
STATEMENTS

The financial statements included herein have
been prepared by Fisher Scientific International Inc.
(Fisher, the Company or we),
without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with accounting
principles generally accepted in the United States of America
have been condensed or omitted pursuant to these rules and
regulations. The December 31, 2003 balance sheet is the
balance sheet included in the audited financial statements as
shown in the Companys 2003 Annual Report on
Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when
read in conjunction with the financial statements included in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2003.

The financial information presented herein
reflects all adjustments (consisting only of normal-recurring
adjustments) that are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods
presented. The results for interim periods are not necessarily
indicative of the results to be expected for the full year.

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.



STATEMENT OF OPERATIONS


(In millions, except per share data)


(Unaudited)


|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |      | 
|------------------------------------------- | ------- | ------------------ | ------- | ---------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                                            |         |                    |         |                 
|                                            |         | Three Months Ended |         | Six Months Ended
|                                            |         | June 30,           |         | June 30,        
|                                            |         |                    |         |                 
|                                            |         | 2004               |         | 2003             |  | 2004 |       | 2003
|                                            |         |                    |         |                  |  |      |       |     
|Sales                                       |         | $                  | 1,057.6 |                  |  | $    | 864.5 |      |  | $ | 2,068.6 |      |  | $ | 1,697.9 |     
|Cost of sales                               |         |                    | 749.7   |                  |  |      | 636.7 |      |  |   | 1,484.9 |      |  |   | 1,251.6 |     
|Selling, general and administrative expense |         |                    | 222.3   |                  |  |      | 160.8 |      |  |   | 429.8   |      |  |   | 318.5   |     
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Income from operations                      |         |                    | 85.6    |                  |  |      | 67.0  |      |  |   | 153.9   |      |  |   | 127.8   |     
|Interest expense                            |         |                    | 23.0    |                  |  |      | 16.6  |      |  |   | 45.0    |      |  |   | 38.9    |     
|Other expense, net                          |         |                    | 1.1     |                  |  |      | 3.2   |      |  |   | 0.4     |      |  |   | 47.6    |     
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Income before income taxes                  |         |                    | 61.5    |                  |  |      | 47.2  |      |  |   | 108.5   |      |  |   | 41.3    |     
|Income tax provision                        |         |                    | 16.8    |                  |  |      | 14.2  |      |  |   | 29.2    |      |  |   | 9.2     |     
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Net income                                  |         | $                  | 44.7    |                  |  | $    | 33.0  |      |  | $ | 79.3    |      |  | $ | 32.1    |     
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Net income per common share:                |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                            | Basic   |                    | $       | 0.70             |  |      | $     | 0.60 |  |   | $       | 1.24 |  |   | $       | 0.59 | 
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                            | Diluted |                    | $       | 0.65             |  |      | $     | 0.57 |  |   | $       | 1.16 |  |   | $       | 0.55 | 
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|Weighted average common shares outstanding: |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                            | Basic   |                    |         | 64.2             |  |      |       | 54.8 |  |   |         | 63.9 |  |   |         | 54.8 | 
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                                            | Diluted |                    |         | 68.9             |  |      |       | 58.3 |  |   |         | 68.5 |  |   |         | 58.2 | 
|                                            |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     

See the accompanying notes to financial
statements.

3



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.



BALANCE SHEET


(In millions, except per share data)


|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |        |         |         | 
|---------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------- | ------- | ------- | ------ | ------- | ------- | 
|                                         |                                                                                                                                                                                                                               | June 30,                   |                                            | December 31,
|                                         |                                                                                                                                                                                                                               | 2004                       |                                            | 2003        
|                                         |                                                                                                                                                                                                                               |                            |                                            |             
|                                         |                                                                                                                                                                                                                               | (Unaudited)                |                                            |             
|ASSETS                                  
|Current assets:                          |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         | Cash and cash equivalents                                                                                                                                                                                                     |                            | $                                          | 52.5         |         |         | $       | 83.8   |        
|                                         | Accounts receivable, net                                                                                                                                                                                                      |                            |                                            | 477.8        |         |         |         | 432.7  |        
|                                         | Inventories                                                                                                                                                                                                                   |                            |                                            | 384.4        |         |         |         | 355.4  |        
|                                         | Other current assets                                                                                                                                                                                                          |                            |                                            | 158.2        |         |         |         | 138.9  |        
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                               | Total current assets       |                                            |              | 1,072.9 |         |         |        | 1,010.8 |        
|Property, plant and equipment            |                                                                                                                                                                                                                               |                            | 474.9                                      |              |         |         | 440.9   |       
|Goodwill                                 |                                                                                                                                                                                                                               |                            | 1,268.1                                    |              |         |         | 1,006.9 |       
|Intangible assets                        |                                                                                                                                                                                                                               |                            | 349.2                                      |              |         |         | 241.0   |       
|Other assets                             |                                                                                                                                                                                                                               |                            | 171.1                                      |              |         |         | 159.8   |       
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                               | Total assets               |                                            | $            | 3,336.2 |         |         | $      | 2,859.4 |        
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                        
|LIABILITIES AND STOCKHOLDERS
    EQUITY
|Current liabilities:                     |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         | Short-term debt                                                                                                                                                                                                               |                            | $                                          | 10.6         |         |         | $       | 12.0   |        
|                                         | Accounts payable                                                                                                                                                                                                              |                            |                                            | 432.1        |         |         |         | 377.7  |        
|                                         | Accrued and other current liabilities                                                                                                                                                                                         |                            |                                            | 276.0        |         |         |         | 258.8  |        
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                               | Total current liabilities  |                                            |              | 718.7   |         |         |        | 648.5   |        
|Long-term debt                           |                                                                                                                                                                                                                               |                            | 1,632.6                                    |              |         |         | 1,386.1 |       
|Other liabilities                        |                                                                                                                                                                                                                               |                            | 304.7                                      |              |         |         | 249.4   |       
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                               | Total liabilities          |                                            |              | 2,656.0 |         |         |        | 2,284.0 |        
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|Commitments and contingencies            |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|Stockholders equity:                    |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         | Preferred stock ($0.01 par value;
    15,000,000 shares authorized; none outstanding)                                                                                                                                         |                            |                                            |             |         |         |         |       |        
|                                         | Common stock ($0.01 par value;
    500,000,000 shares authorized; 64,527,014 and
    63,218,083 shares issued; and 64,321,882 and
    62,955,438 shares outstanding at June 30, 2004 and
    December 31, 2003, respectively) |                            |                                            | 0.6          |         |         |         | 0.6    |        
|                                         | Capital in excess of par value                                                                                                                                                                                                |                            |                                            | 1,008.0      |         |         |         | 964.5  |        
|                                         | Accumulated deficit                                                                                                                                                                                                           |                            |                                            | (347.2       | )       |         |         | (426.5 | )      
|                                         | Accumulated other comprehensive loss                                                                                                                                                                                          |                            |                                            | 19.8         |         |         |         | 40.0   |        
|                                         | Treasury stock, at cost (205,132 and
    262,645 shares at June 30, 2004 and December 31,
    2003, respectively)                                                                                                             |                            |                                            | (1.0         | )       |         |         | (3.2   | )      
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                               | Total stockholders equity |                                            |              | 680.2   |         |         |        | 575.4   |        
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       
|                                         |                                                                                                                                                                                                                               |                            | Total liabilities and stockholders equity |              | $       | 3,336.2 |         |        | $       | 2,859.4 | 
|                                         |                                                                                                                                                                                                                               |                            |                                            |              |         |         |         |       

See the accompanying notes to financial
statements.

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.



STATEMENT OF CASH FLOWS


(In millions)


(Unaudited)


|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |        |       |       |  
|---------------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------- | ------ | ------ | ----- | ---- | ------ | ----- | ----- | -
|                                                                 |                                                                                   |                                                
|                                                                 |                                                                                   | Six Months Ended                               
|                                                                 |                                                                                   | June 30,                                       
|                                                                 |                                                                                   |                                                
|                                                                 |                                                                                   | 2004                                            |                           | 2003  
|                                                                 |                                                                                   |                                                 |                           |       
|Cash flows from operating activities:                            |                                                                                   |                                                 |                           |        |        |       |      |       
|                                                                 | Net income                                                                        |                                                 | $                         | 79.3   |        |       | $    | 32.1   |      
|                                                                 | Adjustments to reconcile net income to cash
    provided by operating activities: |                                                 |                           |        |        |       |      |        |      
|                                                                 |                                                                                   | Depreciation and amortization                   |                           |        | 51.3   |       |      |        | 38.2  |      
|                                                                 |                                                                                   | Call premiums and deferred financing charges    |                           |        |       |       |      |        | 45.6  |      
|                                                                 |                                                                                   | Deferred income taxes                           |                           |        | 9.5    |       |      |        | 3.2   |      
|                                                                 |                                                                                   | Other noncash expenses                          |                           |        | 0.6    |       |      |        | 4.3   |      
|                                                                 |                                                                                   | Changes in working capital                      |                           |        |        |       |      |        |       |      
|                                                                 |                                                                                   |                                                 | Accounts receivables, net |        |        | (22.2 | )    |        |       | (4.1  | )
|                                                                 |                                                                                   |                                                 | Inventories               |        |        | 6.4   |      |        |       | 8.6   |  
|                                                                 |                                                                                   |                                                 | Accounts payable          |        |        | 29.3  |      |        |       | 18.8  |  
|                                                                 |                                                                                   |                                                 | Other assets              |        |        | (11.6 | )    |        |       | (26.2 | )
|                                                                 |                                                                                   |                                                 | Other liabilities         |        |        | (5.7  | )    |        |       | (20.5 | )
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|                                                                 |                                                                                   | Cash provided by operating activities           |                           |        | 136.9  |       |      |        | 100.0 |      
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|Cash flows from investing activities:                            |                                                                                   |                                                 |                           |        |        |       |      |       
|                                                                 | Acquisitions, net of cash acquired                                                |                                                 |                           | (418.3 | )      |       |      |       |      
|                                                                 | Capital expenditures                                                              |                                                 |                           | (30.9  | )      |       |      | (31.0  | )    
|                                                                 | Purchase of financial instruments                                                 |                                                 |                           |       |        |       |      | (10.6  | )    
|                                                                 | Other investments                                                                 |                                                 |                           | (2.4   | )      |       |      | 1.4    |      
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|                                                                 |                                                                                   | Cash used in investing activities               |                           |        | (451.6 | )     |      |        | (40.2 | )    
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|Cash flows from financing activities:                            |                                                                                   |                                                 |                           |        |        |       |      |       
|                                                                 | Proceeds from stock options exercised                                             |                                                 |                           | 27.2   |        |       |      | 4.2    |      
|                                                                 | Long-term debt proceeds                                                           |                                                 |                           | 330.3  |        |       |      | 608.0  |      
|                                                                 | Payments of long-term debt                                                        |                                                 |                           | (80.4  | )      |       |      | (610.0 | )    
|                                                                 | Changes in short-term debt, net                                                   |                                                 |                           | (4.2   | )      |       |      | (13.8  | )    
|                                                                 | Deferred financing costs                                                          |                                                 |                           | (8.8   | )      |       |      | (12.7  | )    
|                                                                 | Proceeds from accounts receivable securitization,
    net                         |                                                 |                           | 20.6   |        |       |      |       |      
|                                                                 | Call premiums                                                                     |                                                 |                           |       |        |       |      | (27.3  | )    
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|                                                                 |                                                                                   | Cash provided by (used in) financing activities |                           |        | 284.7  |       |      |        | (51.6 | )    
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|Effect of exchange rate changes on cash and cash
    equivalents |                                                                                   |                                                 | (1.3                      | )      |        |       | 2.3  |       
|Net change in cash and cash equivalents                          |                                                                                   |                                                 | (31.3                     | )      |        |       | 10.5 |       
|Cash and cash equivalents  beginning
    of period              |                                                                                   |                                                 | 83.8                      |        |        |       | 38.8 |       
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       
|Cash and cash equivalents  end of
    period                    |                                                                                   | $                                               | 52.5                      |        |        | $     | 49.3 |       
|                                                                 |                                                                                   |                                                 |                           |        |        |       |      |       

See the accompanying notes to financial
statements.

5



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.



STATEMENT OF CHANGES IN STOCKHOLDERS
EQUITY


AND OTHER COMPREHENSIVE INCOME


(In millions, except share data)


(Unaudited)


|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |        |        |      |  |   |      |       |   |  |         |         |   |   |      |     |  |   |       |       |   |  |   |       |      | 
|-------------------------- | --------------------------------------- | ------------------------------------- | ---------- | ---------- |  | --------- | --- | ----------- |  | ----------- | ------- | ------------- |  | --------------- | ----- | ------ | - | ------------- | ---- | ----- |  | ------ | ------ | ---- |  | - | ---- | ----- | - |  | ------- | ------- | - | - | ---- | --- |  | - | ----- | ----- | - |  | - | ----- | ---- | 
|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  | Accumulated     |       |        |   |               |      |      
|                           |                                         |                                       |            | Capital in |  |           |     | Shares to   |  |             |         | Other         |  | Treasury Stock, |       |        |   |              
|                           |                                         | Common Stock                          |            | Excess of  |  | Shares    |     | be          |  |             |         | Comprehensive |  | at Cost         |       |        |   | Other        
|                           |                                         |                                       |            | Par        |  | Deposited |     | Distributed |  | Accumulated |         | Income        |  |                 |       |        |   | Comprehensive
|                           |                                         | Shares                                |            | Amount     |  | Value     |     | in Trust    |  | from Trust  |         | Deficit       |  | (Loss)          |       | Shares |   | Amount        |      | Total |  | Income
|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |       
|Balance at January 1, 2004 |                                         |                                       | 63,218,083 |            |  | $         | 0.6 |             |  | $           | 964.5   |               |  | $               | (25.5 | )      |   | $             | 25.5 |       |  | $      | (426.5 | )    |  | $ | 40.0 |       |   |  | 262,645 |         |   | $ | (3.2 | )   |  | $ | 575.4 |       |   |  |   |      
|                           | Net income                              |                                       |            |           |  |           |     |            |  |             |         |              |  |                 |       |       |   |               |      |      |  |        |        | 79.3 |  |   |      |      |   |  |         |        |   |   |      |    |  |   |       | 79.3  |   |  | $ | 79.3  |     
|                           | Foreign currency translation adjustment |                                       |            |           |  |           |     |            |  |             |         |              |  |                 |       |       |   |               |      |      |  |        |        |     |  |   |      | (20.9 | ) |  |         |        |   |   |      |    |  |   |       | (20.9 | ) |  |   | (20.9 | )   
|                           | Unrealized investment losses            |                                       |            |           |  |           |     |            |  |             |         |              |  |                 |       |       |   |               |      |      |  |        |        |     |  |   |      | 0.3   |   |  |         |        |   |   |      |    |  |   |       | 0.3   |   |  |   | 0.3   |     
|                           | Unrealized loss on cash flow hedges     |                                       |            |           |  |           |     |            |  |             |         |              |  |                 |       |       |   |               |      |      |  |        |        |     |  |   |      | 0.4   |   |  |         |        |   |   |      |    |  |   |       | 0.4   |   |  |   | 0.4   |     
|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |        |        |      |  |   |      |       |   |  |         |         |   |   |      |     |  |   |       |       |   |  |   |      
|                           |                                         | Subtotal  other comprehensive income |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |        |        |      |  |   |      |       |   |  |         |         |   |   |      |     |  |   |       |       |   |  |   | $     | 59.1 | 
|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |        |        |      |  |   |      |       |   |  |         |         |   |   |      |     |  |   |       |       |   |  |   |      
|                           | Proceeds from stock options             |                                       |            |           |  |           |     |            |  |             |         | 27.2          |  |                 |       |       |   |               |      |      |  |        |        |     |  |   |      |      |   |  |         |        |   |   |      |    |  |   |       | 27.2  |   |  |   |       |     
|                           | Tax benefit from stock options          |                                       |            | 1,308,931  |  |           |     |            |  |             |         | 15.4          |  |                 |       |       |   |               |      |      |  |        |        |     |  |   |      |      |   |  |         |        |   |   |      |    |  |   |       | 15.4  |   |  |   |       |     
|                           | Trust activity                          |                                       |            |           |  |           |     |            |  |             |         | 0.9           |  |                 |       | (1.5   | ) |               |      | 1.5   |  |        |        |     |  |   |      |      |   |  |         | (57,513 | ) |   |      | 2.2 |  |   |       | 3.1   |   |  |   |       |     
|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |        |        |      |  |   |      |       |   |  |         |         |   |   |      |     |  |   |       |       |   |  |   |      
|Balance at June 30, 2004   |                                         |                                       | 64,527,014 |            |  | $         | 0.6 |             |  | $           | 1,008.0 |               |  | $               | (27.0 | )      |   | $             | 27.0 |       |  | $      | (347.2 | )    |  | $ | 19.8 |       |   |  | 205,132 |         |   | $ | (1.0 | )   |  | $ | 680.2 |       |   |  |   |      
|                           |                                         |                                       |            |            |  |           |     |             |  |             |         |               |  |                 |       |        |   |               |      |       |  |        |        |      |  |   |      |       |   |  |         |         |   |   |      |     |  |   |       |       |   |  |   |      

See the accompanying notes to financial
statements.

6



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.



NOTES TO FINANCIAL STATEMENTS


(Unaudited)


Note 1  Formation and
Background

Fisher Scientific International Inc.
(Fisher or the Company) was founded in
1902 and was incorporated as a Delaware Corporation in 1991. The
Companys operations are conducted throughout North and
South America, Europe, the Far East, Australia, the Middle East
and Africa directly or through one or more subsidiaries, joint
ventures, agents or dealers. The Company reports results on the
basis of three reportable segments: scientific products and
services, healthcare products and services, and laboratory
workstations.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. Scientific products and services
    segmentis comprised of businesses that provide products and
    services used for scientific-research, drug-discovery and
    drug-development applications. The businesses comprising this
    segment manufacture and distribute a broad range of consumable
    supply products, scientific instruments and apparatus and safety
    products. In addition, the businesses comprising this segment
    provide pharmaceutical services for clinical trials, contract
    manufacturing, custom chemical synthesis and a number of other
    value-added services.
|
| | 2. Healthcare products and services
    segmentis comprised of businesses that manufacture and
    distribute a wide array of diagnostic kits and reagents,
    consumable supplies, and medical devices to hospitals, clinical
    laboratories, and physicians offices. Additionally, the
    businesses comprising this segment provide outsourced
    manufacturing services for diagnostic reagents, calibrators and
    controls to the healthcare and pharmaceutical industries.                                                                                                                    
|
| | 3. Laboratory workstations segmentis
    comprised of businesses that manufacture and sell laboratory
    furniture and fume hoods and provide lab-design services for
    pharmaceutical and biotechnology customers, colleges,
    universities and secondary schools, hospitals and reference labs.                                                                                                                                                                                                                                                                                                      

Note 2  Stock-Based
Compensation

The Company measures compensation expense for its
stock-based employee compensation plans using the intrinsic
value method. The Company has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure,
an amendment of FASB Statement No. 123 (SFAS
No. 148); therefore, no compensation expense was
recognized for the Companys stock option plans. Had
compensation expense for the Companys stock option plans
been determined based on the fair value at the grant date for
awards under the Companys stock plans, consistent with the
methodology prescribed under SFAS No. 148, the
Companys net income and net income

7



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

per common share would have approximated the pro
forma amounts indicated below (in millions, except per share
amounts):

|                                                                                                                     |         |                |      |                |  |      |      |      |  |   |       |      |  |   |      |      | 
|-------------------------------------------------------------------------------------------------------------------- | ------- | -------------- | ---- | -------------- |  | ---- | ---- | ---- |  | - | ----- | ---- |  | - | ---- | ---- | 
|                                                                                                                     |         |                |      |               
|                                                                                                                     |         | Three Months   |      | Six Months    
|                                                                                                                     |         | Ended June 30, |      | Ended June 30,
|                                                                                                                     |         |                |      |               
|                                                                                                                     |         | 2004           |      | 2003           |  | 2004 |      | 2003
|                                                                                                                     |         |                |      |                |  |      |      |     
|Net Income, as reported                                                                                              |         | $              | 44.7 |                |  | $    | 33.0 |      |  | $ | 79.3  |      |  | $ | 32.1 |     
|Deduct: Stock-based compensation expense
    determined using fair value based method for all awards, net of
    tax |         |                | (7.2 | )              |  |      | (3.8 | )    |  |   | (14.5 | )    |  |   | (7.8 | )   
|                                                                                                                     |         |                |      |                |  |      |      |      |  |   |       |      |  |   |      |     
|Net Income, pro forma                                                                                                |         | $              | 37.5 |                |  | $    | 29.2 |      |  | $ | 64.8  |      |  | $ | 24.3 |     
|                                                                                                                     |         |                |      |                |  |      |      |      |  |   |       |      |  |   |      |     
|Net Income per share                                                                                                 |         |                |      |                |  |      |      |      |  |   |       |      |  |   |      |     
|As reported:                                                                                                         |         |                |      |                |  |      |      |      |  |   |       |      |  |   |      |     
|                                                                                                                     | Basic   |                | $    | 0.70           |  |      | $    | 0.60 |  |   | $     | 1.24 |  |   | $    | 0.59 | 
|                                                                                                                     | Diluted |                | $    | 0.65           |  |      | $    | 0.57 |  |   | $     | 1.16 |  |   | $    | 0.55 | 
|Pro forma:                                                                                                           |         |                |      |                |  |      |      |      |  |   |       |      |  |   |      |     
|                                                                                                                     | Basic   |                | $    | 0.58           |  |      | $    | 0.53 |  |   | $     | 1.01 |  |   | $    | 0.44 | 
|                                                                                                                     | Diluted |                | $    | 0.54           |  |      | $    | 0.50 |  |   | $     | 0.95 |  |   | $    | 0.42 | 

The fair value of the Companys stock
options included in the preceding pro forma amounts were
estimated using the Black-Scholes option-pricing model with the
following weighted average assumptions:

|                        |  |          |         |      |  |  |         |  
|----------------------- |  | -------- | ------- | ---- |  |  | ------- | -
|                        |  |         
|                        |  | June 30,
|                        |  |         
|                        |  | 2004     |         | 2003
|                        |  |          |         |     
|Risk free interest rate |  |          | 3.3     | %    |  |  | 2.6     | %
|Expected life of option |  |          | 5 years |      |  |  | 5 years |  
|Volatility              |  |          | 40      | %    |  |  | 42      | %
|Expected dividend yield |  |          | 0       | %    |  |  | 0       | %

Note 3  Merger with Apogent
Technologies Inc.

The board of directors of Fisher and the board of
directors of Apogent Technologies Inc. (Apogent)
agreed to a strategic combination of the two companies under the
terms of an Agreement and Plan of Merger, dated as of
March 17, 2004 and amended as of April 16, 2004 by and
among Fisher, Fox Merger Corporation, and Apogent. On
August 2, 2004 we completed the merger in an approximately
$4.0 billion tax-free, stock-for-stock exchange. In the
merger Apogent shareholders received 0.56 shares of Fisher
Scientific common stock for each share of Apogent common stock
they owned. Upon completion of the merger, Apogent became a
direct, wholly-owned subsidiary of Fisher.

The following unaudited pro forma financial
information presents the results of operations as if the Apogent
merger had occurred at the beginning of 2003. The unaudited pro
forma financial information is provided for informational
purposes only and does not purport to be indicative of the
Companys results of

8



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

operations that would actually have been achieved
had the acquisition been completed for the periods presented, or
that may be achieved in the future (in millions, except per
share amounts).

|                             |         |                    |         |                  |  |      |         |      |  |   |         |      |  |   |         |      | 
|---------------------------- | ------- | ------------------ | ------- | ---------------- |  | ---- | ------- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                             |         |                    |         |                 
|                             |         | Three Months Ended |         | Six Months Ended
|                             |         | June 30,           |         | June 30,        
|                             |         |                    |         |                 
|                             |         | 2004               |         | 2003             |  | 2004 |         | 2003
|                             |         |                    |         |                  |  |      |         |     
|Sales                        |         | $                  | 1,319.4 |                  |  | $    | 1,104.5 |      |  | $ | 2,586.0 |      |  | $ | 2,174.2 |     
|Net income                   |         | $                  | 77.6    |                  |  | $    | 66.8    |      |  | $ | 144.3   |      |  | $ | 94.7    |     
|Net income per common share: |         |                    |         |                  |  |      |         |      |  |   |         |      |  |   |         |     
|                             | Basic   |                    | $       | 0.68             |  |      | $       | 0.63 |  |   | $       | 1.26 |  |   | $       | 0.90 | 
|                             | Diluted |                    | $       | 0.63             |  |      | $       | 0.60 |  |   | $       | 1.18 |  |   | $       | 0.85 | 

Note 4  Acquisitions

The Company has acquired all outstanding stock of
Perbio Science AB (Perbio), a Swedish company, as
part of a public tender offer pursuant to the rules of the
Stockholm Stock Exchange. Perbio manufactures and sells
consumable tools for protein-related research and protein-based
biopharma drug production, primarily to customers within the
United States. The total purchase price was approximately
$697 million in cash plus assumed net debt of approximately
$44 million and was financed principally through the sale
of $300 million principal amount of 2.50% convertible
senior notes, the issuance and sale of $150 million
principal amount of 8% senior subordinated notes and the
borrowing of an additional $250 million of term loans under
the Companys senior credit facility. The cell culture and
bioresearch divisions of Perbio have been included in the
scientific products and services segment and the medical device
division of Perbio has been included in the healthcare products
and services segment from the date of acquisition.

The following table summarizes the estimated fair
values of the assets acquired and liabilities assumed in the
Perbio acquisition on September 8, 2003, the date of the
acquisition, net of cash and debt acquired. The allocation of
the purchase price for Perbio has been made based upon
management estimates and third-party valuations that have not
been finalized and revisions may be necessary.

|                              |                           |               |       |       | 
|----------------------------- | ------------------------- | ------------- | ----- | ----- | 
|                              |                           | (In millions)
|Current Assets                |                           | $             | 147.6 |      
|Property, plant and equipment |                           |               | 62.8  |      
|Intangible assets             |                           |               | 117.8 |      
|Goodwill                      |                           |               | 485.8 |      
|                              |                           |               |       |      
|                              | Total assets acquired     |               |       | 814.0 | 
|                              |                           |               |       |      
|Current liabilities           |                           |               | 47.1  |      
|Other liabilities             |                           |               | 26.3  |      
|                              |                           |               |       |      
|                              | Total liabilities assumed |               |       | 73.4  | 
|                              |                           |               |       |      
|                              | Net assets acquired       |               | $     | 740.6 | 
|                              |                           |               |       |      

The allocation of the Perbio purchase price
resulted in an allocation to identifiable intangible assets of
$117.8 million. The Company valued intangible assets
related to trademarks, trade names, customer lists, supplier
agreements and core technology. A majority of the intangible
assets acquired relate to trademarks and trade names.

The following unaudited pro forma financial
information presents the results of operations as if the Perbio
acquisition had occurred at the beginning of 2003. The unaudited
pro forma financial information is provided

9



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

for information purposes only and does not
purport to be indicative of the Companys results of
operations that would actually have been achieved had the
acquisition been completed for the period presented, or that may
be achieved in the future (in millions, except per share
amounts).

|                             |         |                    |       |                  |  |   |         |      | 
|---------------------------- | ------- | ------------------ | ----- | ---------------- |  | - | ------- | ---- | 
|                             |         | Three Months Ended |       | Six Months Ended
|                             |         | June 30, 2003      |       | June 30, 2003   
|                             |         |                    |       |                 
|Sales                        |         | $                  | 926.5 |                  |  | $ | 1,818.1 |     
|Net income                   |         | $                  | 33.6  |                  |  | $ | 30.1    |     
|Net income per common share: |         |                    |       |                  |  |   |         |     
|                             | Basic   |                    | $     | 0.61             |  |   | $       | 0.55 | 
|                             | Diluted |                    | $     | 0.58             |  |   | $       | 0.52 | 

On March 1, 2004, the Company acquired Oxoid
Group Holdings Limited (Oxoid). Oxoid is a United
Kingdom-based manufacturer of microbiological culture media and
other diagnostic products that test for bacterial contamination.
The purchase price was approximately $330 million and was
funded through the sale of an initial $300 million
principal amount of 3.25% convertible senior notes and
borrowings under the Companys accounts receivable
securitization facility and revolving credit facilities. The
results of Oxoid have been included in the scientific products
and services segment from the date of acquisition.

The following unaudited pro forma financial
information presents the results of operations as if the Oxoid
acquisition had occurred at the beginning of 2003. The unaudited
pro forma financial information is provided for information
purposes only and does not purport to be indicative of the
Companys results of operations that would actually have
been achieved had the acquisition been completed for the period
presented, or that may be achieved in the future (in millions,
except per share amounts).

|                             |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |      | 
|---------------------------- | ------- | ------------------ | ------- | ---------------- |  | ---- | ----- | ---- |  | - | ------- | ---- |  | - | ------- | ---- | 
|                             |         |                    |         |                 
|                             |         | Three Months Ended |         | Six Months Ended
|                             |         | June 30,           |         | June 30,        
|                             |         |                    |         |                 
|                             |         | 2004               |         | 2003             |  | 2004 |       | 2003
|                             |         |                    |         |                  |  |      |       |     
|Sales                        |         | $                  | 1,057.1 |                  |  | $    | 903.5 |      |  | $ | 2,098.3 |      |  | $ | 1,774.1 |     
|Net income                   |         | $                  | 45.4    |                  |  | $    | 35.4  |      |  | $ | 81.2    |      |  | $ | 36.1    |     
|Net income per common share: |         |                    |         |                  |  |      |       |      |  |   |         |      |  |   |         |     
|                             | Basic   |                    | $       | 0.71             |  |      | $     | 0.65 |  |   | $       | 1.27 |  |   | $       | 0.66 | 
|                             | Diluted |                    | $       | 0.66             |  |      | $     | 0.61 |  |   | $       | 1.19 |  |   | $       | 0.62 | 

On April 1, 2004, the Company acquired
Dharmacon, Inc. (Dharmacon). Dharmacon focuses on
RNA technology, including RNA interference (RNAi) and
small interfering RNA (siRNA). RNA is a tool for
life-science research that increases the efficiency of the drug
discovery process. The purchase price was approximately
$80 million of cash. In connection with this transaction,
exercisable options to purchase Dharmacon common stock were
converted at fair market value into the right to receive
57,713 shares of Fisher common stock, issued from treasury
stock. The results of Dharmacon have been included in the
scientific products and services segment from the date of
acquisition.

10



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

Note 5  Inventories

The following is a summary of inventories by
major category (in millions):

|                  |       |          |       |              |  |   |       |       | 
|----------------- | ----- | -------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | June 30, |       | December 31,
|                  |       | 2004     |       | 2003        
|                  |       |          |       |             
|Raw materials     |       | $        | 65.4  |              |  | $ | 64.2  |      
|Work in process   |       |          | 24.9  |              |  |   | 22.6  |      
|Finished products |       |          | 294.1 |              |  |   | 268.6 |      
|                  |       |          |       |              |  |   |       |      
|                  | Total |          | $     | 384.4        |  |   | $     | 355.4 | 
|                  |       |          |       |              |  |   |       |      

Note 6  Goodwill and Other
Intangible Assets

The following is a reconciliation of changes in
the carrying amounts of goodwill by reportable segment for the
six months ended June 30, 2004 (in millions):

|                                |                                   |              |         |              |   |              |       |       |  |   |      |   |  |   |         |       |  
|------------------------------- | --------------------------------- | ------------ | ------- | ------------ | - | ------------ | ----- | ----- |  | - | ---- | - |  | - | ------- | ----- | -
|                                |                                   | Scientific   |         | Healthcare   |   |              |       |      
|                                |                                   | Products and |         | Products and |   | Laboratory   |       |      
|                                |                                   | Services     |         | Services     |   | Workstations |       | Total
|                                |                                   |              |         |              |   |              |       |      
|Balance as of December 31, 2003 |                                   | $            | 844.3   |              |   | $            | 109.6 |       |  | $ | 53.0 |   |  | $ | 1,006.9 |      
|                                | Acquisitions(a)                   |              |         | 269.5        |   |              |       | 0.4   |  |   |      |  |  |   |         | 269.9 |  
|                                | Effect of foreign currency change |              |         | (8.7         | ) |              |       |      |  |   |      |  |  |   |         | (8.7  | )
|                                |                                   |              |         |              |   |              |       |       |  |   |      |   |  |   |         |      
|Balance as of June 30, 2004     |                                   | $            | 1,105.1 |              |   | $            | 110.0 |       |  | $ | 53.0 |   |  | $ | 1,268.1 |      
|                                |                                   |              |         |              |   |              |       |       |  |   |      |   |  |   |         |      



---



|    |                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The allocation of the purchase price for the
    Dharmacon, Oxoid and Perbio acquisitions have been made based
    upon management estimates and third-party valuations that have
    not been finalized. Accordingly, the purchase price allocations
    are preliminary and revisions may be necessary.

The following is a summary of other intangible
assets that are subject to amortization (in millions):

|                                                                                                                                                                          |  |          |       |              |  |   |      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ----- | ------------ |  | - | ---- | 
|                                                                                                                                                                          |  | June 30, |       | December 31,
|                                                                                                                                                                          |  | 2004     |       | 2003        
|                                                                                                                                                                          |  |          |       |             
|Customer lists (net of accumulated amortization
    of $10.2 million and $7.5 million at June 30,
    2004 and December 31, 2003, respectively)                           |  | $        | 55.7  |              |  | $ | 19.7 | 
|Non-compete agreements (net of accumulated
    amortization of $19.8 million and $18.3 million at
    June 30, 2004 and December 31, 2003, respectively)                  |  |          | 1.7   |              |  |   | 3.2  | 
|Patents and tradenames (net of accumulated
    amortization of $11.4 million and $9.9 million at
    June 30, 2004 and December 31, 2003, respectively)                   |  |          | 17.6  |              |  |   | 8.5  | 
|Other amortizable intangible assets (net of
    accumulated amortization of $17.7 million and
    $13.6 million at June 30, 2004 and December 31,
    2003, respectively) |  |          | 74.1  |              |  |   | 66.7 | 
|                                                                                                                                                                          |  |          |       |              |  |   |      | 
|Amortizable other intangible assets, net of
    accumulated amortization                                                                                                  |  | $        | 149.1 |              |  | $ | 98.1 | 
|                                                                                                                                                                          |  |          |       |              |  |   |      | 

For the three and six months ended June 30,
2004, the Company recorded amortization expense of
$5.7 million and $9.8 million, respectively, related
to amortizable other intangible assets. For the three and six
months ended June 30, 2003 the Company recorded
amortization expense of $2.0 million and $4.0 million,
respectively, related to amortizable other intangible assets.

11



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

The estimated amortization expense for each of
the five succeeding years and thereafter is as follows (in
millions):

|                                |  |   |      | 
|------------------------------- |  | - | ---- | 
|For the Year Ended December 31, |  |  
|                                |  |  
|2004(a)                         |  | $ | 12.4 | 
|2005                            |  |   | 20.5 | 
|2006                            |  |   | 20.1 | 
|2007                            |  |   | 19.5 | 
|2008                            |  |   | 19.4 | 
|Thereafter                      |  |   | 57.2 | 



---



|    |                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------
|(a) | Amount represents estimated amortization expense
    for the remaining six months ending December 31, 2004.

As of June 30, 2004 and December 31,
2003, the Company had indefinite-lived intangible assets in the
scientific products and services segment of $188.0 million
and $130.8 million, respectively. As of June 30, 2004
and December 31, 2003, the Company had indefinite-lived
intangible assets in the healthcare products and services
segment of $12.1 million. Indefinite-lived intangible
assets consist of tradenames acquired through the Companys
acquisitions of Cole-Parmer and MAS in 2001, Maybridge in 2002
and Perbio in 2003.

Note 7  Accounts
Payable

The Company maintains a zero-balance cash
management system for its U.S. accounts payable.
Accordingly, included in accounts payable at June 30, 2004
and December 31, 2003, are approximately
$115.3 million and $64.0 million, respectively, of
checks that did not clear the bank.

Note 8  Debt

The following is a summary of debt obligations as
of June 30, 2004 and December 31, 2003 (in millions):

|                                                                                                                                                            |                      |          |       |              |  |   |       |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | -------- | ----- | ------------ |  | - | ----- | ------- | 
|                                                                                                                                                            |                      | June 30, |       | December 31,
|                                                                                                                                                            |                      | 2004     |       | 2003        
|                                                                                                                                                            |                      |          |       |             
|Term Facility                                                                                                                                               |                      | $        | 360.0 |              |  | $ | 440.0 |        
|7 1/8% notes due 2005                                                                                                                                       |                      |          | 0.4   |              |  |   | 0.4   |        
|2.50% Convertible Senior Notes due 2023
    convertible at $47.46 per share                                                                                 |                      |          | 300.0 |              |  |   | 300.0 |        
|Other Debt                                                                                                                                                  |                      |          | 32.0  |              |  |   | 36.2  |        
|3.25% Convertible Senior Subordinated Notes due
    2024 convertible at $80.40 per share                                                                    |                      |          | 330.0 |              |  |   |      |        
|8 1/8% Senior Subordinated Notes due 2012
    (includes $6.1 million and $6.4 million of premiums at
    June 30, 2004 and December 31, 2003, respectively) |                      |          | 310.1 |              |  |   | 310.4 |        
|8% Senior Subordinated Notes due 2013 (includes
    $10.7 million and $11.1 million of premiums at
    June 30, 2004 and December 31, 2003, respectively)   |                      |          | 310.7 |              |  |   | 311.1 |        
|                                                                                                                                                            |                      |          |       |              |  |   |       |        
|                                                                                                                                                            | Total debt           |          |       | 1,643.2      |  |   |       | 1,398.1 | 
|Less: short-term portion                                                                                                                                    |                      |          | (10.6 | )            |  |   | (12.0 | )      
|                                                                                                                                                            |                      |          |       |              |  |   |       |        
|                                                                                                                                                            | Total long-term debt |          | $     | 1,632.6      |  |   | $     | 1,386.1 | 
|                                                                                                                                                            |                      |          |       |              |  |   |       |        

12



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FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

On February 12, 2004, the Company amended
its existing $225 million receivables securitization
facility extending the facilitys maturity date to February
2005. All other material terms and conditions remain unchanged
from the receivables securitization facility entered into in
February 2003. As of June 30, 2004 $20.6 million was
sold under the securitization facility.

On March 3, 2004, the Company sold
$300 million principal amount of its 3.25% convertible
senior subordinated notes due 2023 and, on March 23, 2004,
sold an additional $30 million principal amount of these
notes due to the exercise of the over-allotment option by the
initial purchaser of the notes. These notes are due
March 1, 2024 and were sold under a shelf
registration statement dated September 3, 2003. Interest on
the notes is payable on March 1 and September 1 of
each year. The notes may be converted into shares of the
Companys common stock under the following circumstances:
(1) note holders may convert their notes in a conversion
period on any date on or prior to March 1, 2019, if the
closing sale price of the Companys common stock for at
least 20 trading days in the period of the 30 consecutive
trading days ending on the first days of such conversion period
was more than 120% of the then-current conversion price of the
notes; (2) if, on any date after March 1, 2019, the
closing sale price of the Companys common stock is more
than 120% of the then current conversion price of the notes,
then note holders will have such conversion right at all times
thereafter; (3) the Company has called the notes for
redemption; (4) the Company distributes to all or
substantially all holders of the Companys common stock
rights, options or warrants entitling them to purchase common
stock at less than the closing sale price of the Companys
common stock on the day preceding the declaration for such
distribution; (5) the Company distributes to all or
substantially all holders of the Companys common stock
cash, assets, debt securities or capital stock, which
distribution has a per share value as determined by the
Companys board of directors exceeding 10% of the closing
sale price of the Companys common stock on the day
preceding the declaration for such distribution; or
(6) during any period in which the credit rating of the
notes assigned by Moodys is Caa2 or lower and by
Standard & Poors is CCC or lower, or neither
Moodys (or its successors) nor Standard &
Poors (or its successors) continue to rate the notes. Note
holders may also convert their notes into shares of the
Companys common stock for the five business day period
after any five consecutive trading day period in which the
average trading price for the notes was less than 97% of the
average conversion value for the notes during that period. Upon
conversion, the Company has the right to deliver, in lieu of
common stock, cash or a combination of cash and common stock. It
is the Companys current intention to satisfy the
Companys obligation upon a conversion of the notes first,
in cash, in an amount equal to the principal amount of the notes
converted and second, in shares of the Companys common
stock, to satisfy the remainder, if any, of the Companys
conversion obligation. The initial conversion rate is 12.4378
shares of common stock per each $1,000 principal amount of
notes. This is equivalent to an initial conversion price of
$80.40 per share.

Note 9  Other Expense,
Net

Other expense for the three and six months ended
June 30, 2004, includes a $2.2 million charge
associated with the termination of a foreign currency contract.
During the six months ended June 30, 2003, in connection
with our debt refinancing, we recorded a charge of
$45.6 million consisting of $27.3 million of call
premiums and $18.3 million for the write-off of deferred
financing fees, a $3.7 million charge to mark-to-market
certain financial instruments, all of which were partially
offset by $1.4 million of dividend income from an
investment in preferred stock.

Note 10  Employee Benefit
Plans

The Company has defined benefit pension plans
available to substantially all employees that are either fully
paid for by the Company or provide for mandatory employee
contributions as a condition of participation. The Company funds
annually, at a minimum, the statutorily required minimum amount
as actuarially determined. During the six months ended
June 30, 2003, the Company made a voluntary contribution of
$10 million to the U.S. plans. No contributions to the
pension plans were required during the quarter ended

13



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

June 30, 2004, and the Company does not
currently expect to be required to contribute to its pension
plans for the remainder of 2004.

The net periodic pension benefit cost (income)
and postretirement healthcare benefit cost
(income) includes the following components for the three
and six months ended June 30, 2004 and 2003, respectively,
(in millions):

|                                                     |                               |                             |      |                |  |      |      |      |  |   |      |      |   |   |      |      |  
|---------------------------------------------------- | ----------------------------- | --------------------------- | ---- | -------------- |  | ---- | ---- | ---- |  | - | ---- | ---- | - | - | ---- | ---- | -
|                                                     |                               |                            
|                                                     |                               | Three Months Ended June 30,
|                                                     |                               |                            
|                                                     |                               |                             |      |               
|                                                     |                               |                             |      | Other         
|                                                     |                               |                             |      | Postretirement
|                                                     |                               | Pension Benefits            |      | Benefits      
|                                                     |                               |                             |      |               
|                                                     |                               | 2004                        |      | 2003           |  | 2004 |      | 2003
|                                                     |                               |                             |      |                |  |      |      |     
|Components of net periodic benefit
    (income) cost |                               |                             |      |                |  |      |      |      |  |   |      |      |   |   |      |     
|Service cost                                         |                               | $                           | 3.6  |                |  | $    | 3.2  |      |  | $ | 0.1  |      |   | $ | 0.1  |     
|Interest cost                                        |                               |                             | 5.4  |                |  |      | 4.8  |      |  |   | 0.4  |      |   |   | 0.4  |     
|Expected return on plan assets                       |                               |                             | (7.1 | )              |  |      | (6.2 | )    |  |   |     |      |   |   |     |     
|Amortization of unrecognized net (gain) loss         |                               |                             | 0.1  |                |  |      | 0.1  |      |  |   | (0.4 | )    |   |   | (0.6 | )   
|Amortization of unrecognized prior service benefit   |                               |                             | 0.3  |                |  |      | (0.1 | )    |  |   | (0.6 | )    |   |   | (0.4 | )   
|Recognized net actuarial (gain) loss                 |                               |                             | 0.2  |                |  |      |     |      |  |   |     |      |   |   |     |     
|Settlement/curtailment (gain) loss                   |                               |                             | 0.4  |                |  |      | 0.3  |      |  |   |     |      |   |   |     |     
|                                                     |                               |                             |      |                |  |      |      |      |  |   |      |      |   |   |      |     
|                                                     | Net periodic benefit (income) |                             | $    | 2.9            |  |      | $    | 2.1  |  |   | $    | (0.5 | ) |   | $    | (0.5 | )
|                                                     |                               |                             |      |                |  |      |      |      |  |   |      |      |   |   |      |     

|                                                     |                                    |                           |       |                |  |      |       |      |  |   |      |      |   |   |      |      |  
|---------------------------------------------------- | ---------------------------------- | ------------------------- | ----- | -------------- |  | ---- | ----- | ---- |  | - | ---- | ---- | - | - | ---- | ---- | -
|                                                     |                                    |                          
|                                                     |                                    | Six Months Ended June 30,
|                                                     |                                    |                          
|                                                     |                                    |                           |       |               
|                                                     |                                    |                           |       | Other         
|                                                     |                                    |                           |       | Postretirement
|                                                     |                                    | Pension Benefits          |       | Benefits      
|                                                     |                                    |                           |       |               
|                                                     |                                    | 2004                      |       | 2003           |  | 2004 |       | 2003
|                                                     |                                    |                           |       |                |  |      |       |     
|Components of net periodic benefit
    (income) cost |                                    |                           |       |                |  |      |       |      |  |   |      |      |   |   |      |     
|Service cost                                         |                                    | $                         | 7.3   |                |  | $    | 6.4   |      |  | $ | 0.2  |      |   | $ | 0.1  |     
|Interest cost                                        |                                    |                           | 10.8  |                |  |      | 9.6   |      |  |   | 0.8  |      |   |   | 0.7  |     
|Expected return on plan assets                       |                                    |                           | (14.3 | )              |  |      | (12.4 | )    |  |   |     |      |   |   |     |     
|Amortization of unrecognized net (gain) loss         |                                    |                           | 0.2   |                |  |      | 0.2   |      |  |   | (0.9 | )    |   |   | (1.1 | )   
|Amortization of unrecognized prior service benefit   |                                    |                           | 0.6   |                |  |      | (0.2  | )    |  |   | (1.1 | )    |   |   | (0.8 | )   
|Recognized net actuarial (gain) loss                 |                                    |                           | 0.4   |                |  |      |      |      |  |   |     |      |   |   |     |     
|Settlement/curtailment (gain) loss                   |                                    |                           | 0.8   |                |  |      | 0.6   |      |  |   |     |      |   |   |     |     
|                                                     |                                    |                           |       |                |  |      |       |      |  |   |      |      |   |   |      |     
|                                                     | Net periodic benefit (income) cost |                           | $     | 5.8            |  |      | $     | 4.2  |  |   | $    | (1.0 | ) |   | $    | (1.1 | )
|                                                     |                                    |                           |       |                |  |      |       |      |  |   |      |      |   |   |      |     

14



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

Note 11  Earnings Per
Share

The following table sets forth basic and diluted
earnings per share computational data for the three months ended
June 30, 2004 and 2003 (in millions):

|                                                                                                     |  |              |      |            |  |      |      |      |  |  |      |  |  |  |      | 
|---------------------------------------------------------------------------------------------------- |  | ------------ | ---- | ---------- |  | ---- | ---- | ---- |  |  | ---- |  |  |  | ---- | 
|                                                                                                     |  |              |      |           
|                                                                                                     |  | Three Months |      | Six Months
|                                                                                                     |  | Ended        |      | Ended     
|                                                                                                     |  | June 30,     |      | June 30,  
|                                                                                                     |  |              |      |           
|                                                                                                     |  | 2004         |      | 2003       |  | 2004 |      | 2003
|                                                                                                     |  |              |      |            |  |      |      |     
|Weighted average common shares outstanding used
    in computing basic net income per common share   |  |              | 64.2 |            |  |      | 54.8 |      |  |  | 63.9 |  |  |  | 54.8 | 
|Common stock equivalents(a)                                                                          |  |              | 4.7  |            |  |      | 3.5  |      |  |  | 4.6  |  |  |  | 3.4  | 
|                                                                                                     |  |              |      |            |  |      |      |      |  |  |      |  |  |  |      | 
|Weighted average common shares outstanding used
    in computing diluted net income per common share |  |              | 68.9 |            |  |      | 58.3 |      |  |  | 68.5 |  |  |  | 58.2 | 
|                                                                                                     |  |              |      |            |  |      |      |      |  |  |      |  |  |  |      | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The weighted average amount of outstanding
    antidilutive common stock options and warrants excluded from the
    computation of diluted net income per common share for the three
    and six months ended June 30, 2004 was 0.1 million and
    0.5 million respectively, and for the three and six months
    ended June 30, 2003 was 1.6 million and
    1.6 million, respectively.

As of July 16, 2004, our 2.50% convertible
senior notes with an initial conversion price of $47.46 may be
converted into shares of our common stock. The Companys
common stock closed above 120% of the initial conversion price
of the notes (representing a contingent conversion price of
$56.95) for 20 of 30 consecutive trading days, resulting in a
conversion event. The dilutive effect of these notes has been
included in the diluted weighted average common shares
outstanding used in computing diluted net income per share for
the three and six months ended June 30, 2004. By
application of the treasury stock method, 0.1 million
shares have been included in the diluted weighted-average common
shares outstanding. By application of the treasury stock method,
1.1 million shares on a full-year basis would be included
in the weighted average common shares outstanding at 120% of the
initial conversion price.

The Companys 3.25% convertible senior
subordinated notes, with an initial conversion price of $80.40,
are not yet convertible. Once the notes become convertible, the
dilutive effect of the convertible notes shall be reflected in
diluted EPS. By application of the treasury stock method
0.7 million shares on a full-year basis would be included
in the weighted average common shares outstanding used in
computing diluted net income per share at 120% of the initial
conversion price for these notes (representing a contingent
conversion price of $96.48).

Upon conversion, the Company will have the right
to deliver, in lieu of common stock, cash or a combination of
cash and common stock. It is the Companys current
intention to satisfy its obligation upon a conversion of the
notes first, in cash, in an amount equal to the principal amount
of the notes converted and second, in shares of the
Companys common stock, to satisfy the remainder, if any,
of the Companys conversion obligation. The Companys
ability to deliver cash at the time of conversion will be
subject to many factors, including the amount of cash the
Company has available to it, whether the agreements governing
the Companys indebtedness would permit such a cash
settlement, the Companys then existing cash needs, and
other factors.

Note 12  Segment
Information

The Company reports financial results on the
basis of three reportable segments: scientific products and
services, healthcare products and services and laboratory
workstations. The Company reviews segment information for sales
and operating income excluding items that the Company considers
nonrecurring to the

15



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

Companys operations. Selected segment
financial information for the three and six months ended
June 30, 2004 and 2003 is presented below (in millions):

|       |                                  |                    |   |                  |         |      |   |       |       |  |   |         |         |  |   |         |         | 
|------ | -------------------------------- | ------------------ | - | ---------------- | ------- | ---- | - | ----- | ----- |  | - | ------- | ------- |  | - | ------- | ------- | 
|       |                                  |                    |   |                 
|       |                                  | Three Months Ended |   | Six Months Ended
|       |                                  | June 30,           |   | June 30,        
|       |                                  |                    |   |                 
|       |                                  | 2004               |   | 2003             |         | 2004 |   | 2003 
|       |                                  |                    |   |                  |         |      |   |      
|Sales: |                                  |                    |   |                  |         |      |   |       |       |  |   |         |         |  |   |        
|       | Scientific products and services |                    | $ | 790.6            |         |      | $ | 599.4 |       |  | $ | 1,532.6 |         |  | $ | 1,171.6 |        
|       | Healthcare products and services |                    |   | 228.4            |         |      |   | 213.6 |       |  |   | 463.8   |         |  |   | 429.6   |        
|       | Laboratory workstations          |                    |   | 43.4             |         |      |   | 55.8  |       |  |   | 81.8    |         |  |   | 105.7   |        
|       | Eliminations                     |                    |   | (4.8             | )       |      |   | (4.3  | )     |  |   | (9.6    | )       |  |   | (9.0    | )      
|       |                                  |                    |   |                  |         |      |   |       |       |  |   |         |         |  |   |        
|       |                                  | Total              |   | $                | 1,057.6 |      |   | $     | 864.5 |  |   | $       | 2,068.6 |  |   | $       | 1,697.9 | 
|       |                                  |                    |   |                  |         |      |   |       |       |  |   |         |         |  |   |        

|                        |                                         |                   |   |                |      |      |   |      |      |  |   |       |       |  |   |       |       | 
|----------------------- | --------------------------------------- | ----------------- | - | -------------- | ---- | ---- | - | ---- | ---- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                        |                                         |                   |   |               
|                        |                                         | Three Months      |   | Six Months    
|                        |                                         | Ended June 30,    |   | Ended June 30,
|                        |                                         |                   |   |               
|                        |                                         | 2004              |   | 2003           |      | 2004 |   | 2003
|                        |                                         |                   |   |                |      |      |   |     
|Income from operations: |                                         |                   |   |                |      |      |   |      |      |  |   |       |       |  |   |      
|                        | Scientific products and services        |                   | $ | 76.2           |      |      | $ | 54.3 |      |  | $ | 142.8 |       |  | $ | 102.8 |      
|                        | Healthcare products and services        |                   |   | 15.3           |      |      |   | 9.0  |      |  |   | 27.4  |       |  |   | 18.8  |      
|                        | Laboratory workstations                 |                   |   | 1.3            |      |      |   | 3.8  |      |  |   | 1.1   |       |  |   | 6.4   |      
|                        | Eliminations                            |                   |   |               |      |      |   | (0.1 | )    |  |   |      |       |  |   | (0.2  | )    
|                        |                                         |                   |   |                |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                                         | Segment sub-total |   |                | 92.8 |      |   |      | 67.0 |  |   |       | 171.3 |  |   |       | 127.8 | 
|                        | Inventory step-up                       |                   |   | (5.7           | )    |      |   |     |      |  |   | (15.9 | )     |  |   |      |      
|                        | Non-recurring integration related costs |                   |   | (1.5           | )    |      |   |     |      |  |   | (1.5  | )     |  |   |      |      
|                        |                                         |                   |   |                |      |      |   |      |      |  |   |       |       |  |   |      
|                        |                                         | Total             |   | $              | 85.6 |      |   | $    | 67.0 |  |   | $     | 153.9 |  |   | $     | 127.8 | 
|                        |                                         |                   |   |                |      |      |   |      |      |  |   |       |       |  |   |      

The Company recorded charges of $5.7 million
and $15.9 million for the three and six months ended
June 30, 2004, respectively, for the step-up of inventory
to the acquired fair value related to the Companys
acquisitions of Perbio, Oxoid and Dharmacon. The Company also
recorded a charge of $1.5 million for the three months
ended June 30, 2004 for non-recurring Apogent integration
related costs.

Note 13  Recent
Accounting Pronouncements

In April 2004, the FASB issued Staff Position
No. 129-1, Disclosure Requirements under FASB
Statement No. 129, Disclosure of Information about Capital
Structure, Relating to Contingently Convertible Securities
(FSP 129-1). FSP 129-1 requires additional
quantitative and qualitative disclosure regarding the nature of
the contingency and the potential impact of contingently
convertible securities. The adoption of this pronouncement did
not have a material effect on the Companys financial
position or results of operations.

The Emerging Issues Task Force (EITF)
reached a tentative consensus at its July meeting on the draft
abstract for EITF Issue No. 04-8, The Effect of
Contingently Convertible Debt on Diluted Earnings Per
Share (EITF 04-8). EITF 04-8 would require
contingently convertible debt to be included in diluted earnings
per share computations, if dilutive, regardless of whether a
conversion event has occurred. The effective date would be
reporting periods ending on or after December 15, 2004.
Prior period earnings per share amounts presented for
comparative purposes would be restated to conform to this
consensus.

Note 14  Subsequent
Events

On August 3, 2004, the Company offered and
sold, in a private placement pursuant to Rule 144A,
$300 million principal amount of 6 3/4% Senior
Subordinated Notes due 2014. The Company used the

16



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO
FINANCIAL STATEMENTS  (Continued)

proceeds from this offering, together with a
portion of its available cash and borrowings under the
Companys new credit facility to repay Apogents
6 1/2% Senior Subordinated Notes due 2013 (including
payments to holders of these notes for tendering notes and
delivering consents pursuant to an amended offer to purchase and
consent solicitation statement dated July 13, 2004), and to
repay related fees and expenses and for general corporate
purposes.

17



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##### Table of Contents








|         |                                                                                          
|-------- | -----------------------------------------------------------------------------------------
|Item 2  | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

This Form 10-Q contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of
historical facts included in this Form 10-Q may constitute
forward-looking statements. We have based these forward-looking
statements on our current expectations and projections about
future events. Although we believe that our assumptions made in
connection with the forward-looking statements are reasonable,
there can be no assurances that the assumptions and expectations
will prove to be correct. Certain factors that might cause such
a difference include those discussed in the section entitled
Managements Discussion and Analysis of Financial
Condition and Results of Operations  Cautionary
Factors Regarding Forward-Looking Statements contained in
our Form 10-K for the year ended December 31, 2003. We
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed in the report might not occur.

Overview

Our most recent acquisitions of Oxoid and
Dharmacon were completed in March 2004 and April 2004,
respectively. Oxoid is a manufacturer of microbiological culture
media and other diagnostic products that test for bacterial
contamination. Dharmacon is a manufacturer of RNA tools used in
life-science research that increase the efficiency of the
drug-discovery process.

Sales for the three months ended June 30,
2004 increased approximately 22%. Approximately
2 percentage points of this growth is attributable to the
effect of foreign currency translation and, approximately
7 percentage points of this growth is organic with the
remainder related to our acquisitions of Perbio, Oxoid and
Dharmacon. Included in income from operations for the second
quarter of 2004 are charges for the step-up of inventory to the
acquired fair value for our Oxoid and Dharmacon acquisitions and
integration costs related to the Apogent transaction totaling
$7.2 million. Income from operations, excluding these
charges, increased approximately 38.5% to $92.8 million, or
8.8% of sales, compared with $67.0 million, or 7.8% of
sales, for the same period a year-ago. We generated
approximately $71 million in cash from operations for the
three months ended June 30, 2004 compared with
approximately $44 million in the corresponding period in
2003.

On August 2, 2004 we completed the
approximately $4.0 billion merger with Apogent that we had
announced on March 17, 2004. In a tax-free, stock-for-stock
exchange, Apogent shareholders received 0.56 shares of
Fisher Scientific common stock for each share of Apogent common
stock they owned. Apogent is a leading developer and
manufacturer of products for the clinical and research
industries.

We believe the combination of Fisher with Apogent
will result in several strategic benefits, including providing
us with an enhanced:



| |   |                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Life-science market
    position.Our life-science footprint
    will grow substantially as a result of this combination. In
    addition, Apogents wide range of consumable products for
    protein based research and other drug discovery applications
    will enhance our life-sciences portfolio.
|
| |  | Biopharma-production and diagnostic-reagent
    offering.The combination of us with
    Apogent will strengthen our offerings in biopharma-production
    and diagnostic-reagents.                                                                                                                      
|
| |  | Global market
    presence.Apogent has manufacturing
    operations throughout the world that will complement and enhance
    our existing worldwide distribution and supply network.                                                                                                                   

We also anticipate that the transaction will
result in several key financial benefits, including:



| |   |                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Enhanced margins.We
    expect higher-margin, proprietary products to approximate
    60 percent of our total annual sales. Accordingly, we
    project that our operating margins will increase as a result of
    the combination.

18



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##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Synergy
    opportunities.We expect to achieve
    approximately $55 million of cost savings and other
    benefits in 2005. We believe that the potential annual synergies
    could reach $100 million on an annualized basis by the end
    of 2006. These synergies will come from, among other things,
    facility consolidations, sourcing opportunities, administrative
    efficiencies and the elimination of duplicative marketing and
    distribution functions.
|
| |  | Earnings and revenue
    growth.We believe that our revenue
    and earnings will be enhanced as a result of the combination
    with Apogent.                                                                                                                                                                                                                                                                                                                               
|
| |  | Strong operating cash
    flow.We anticipate cash flow from
    operations will significantly increase as a result of the
    transaction contemplated by the merger agreement and will result
    in increased financial flexibility which will enhance our
    ability to pursue strategic growth opportunities.                                                                                                                                                           

Upon consummation of the merger certain financing
transactions occurred. We entered into a new credit facility to
replace our existing credit facility, to pay off other existing
indebtedness, to provide working capital and for general
corporate purposes. On August 3, 2004, Apogent also
completed exchange offers for its $345 million aggregate
principal amount of Floating Rate Convertible Contingent Debt
Securities due 2033 and for its $300 million aggregate
principal amount of 2.25% Senior Convertible Contingent
Securities due 2021. Concurrently with the exchange offers,
Apogent completed a cash tender offer for its $250 million
aggregate principal amount of 6 1/2% senior subordinated
notes due 2013. We offered and sold, in a private placement
pursuant to Rule 144A, $330 million of our 6 3/4%
senior subordinated notes due 2014 to repay Apogents
6 1/2% senior subordinated notes tendered.

Results of Operations

Sales

The following table presents sales and sales
growth by reportable segment for the three and six months ended
June 30, 2004 and 2003 (dollars in millions):

|                                 |       |                             |       |         |  |       |       |        |   |   |       |       |  |  |      |     |  
|-------------------------------- | ----- | --------------------------- | ----- | ------- |  | ----- | ----- | ------ | - | - | ----- | ----- |  |  | ---- | --- | -
|                                 |       |                            
|                                 |       | Three Months Ended June 30,
|                                 |       |                            
|                                 |       |                             |       |        
|                                 |       | 2004                        |       | 2003   
|                                 |       |                             |       |        
|                                 |       |                             |       | Sales   |  |       |       | Sales 
|                                 |       | Sales                       |       | Growth  |  | Sales |       | Growth
|                                 |       |                             |       |         |  |       |       |       
|Scientific products and services |       | $                           | 790.6 |         |  |       | 31.9  | %      |   | $ | 599.4 |       |  |  | 5.5  | %  
|Healthcare products and services |       |                             | 228.4 |         |  |       | 6.9   | %      |   |   | 213.6 |       |  |  | 7.0  | %  
|Laboratory workstations          |       |                             | 43.4  |         |  |       | (22.2 | )%     |   |   | 55.8  |       |  |  | 18.0 | %  
|Eliminations                     |       |                             | (4.8  | )       |  |       |       |        |   |   | (4.3  | )     |  |  |      |    
|                                 |       |                             |       |         |  |       |       |        |   |   |       |       |  |  |      |    
|                                 | Total |                             | $     | 1,057.6 |  |       |       | 22.3   | % |   | $     | 864.5 |  |  |      | 6.7 | %
|                                 |       |                             |       |         |  |       |       |        |   |   |       |       |  |  |      |    

|                                 |       |                           |         |         |  |       |       |        |   |   |         |         |  |  |      |     |  
|-------------------------------- | ----- | ------------------------- | ------- | ------- |  | ----- | ----- | ------ | - | - | ------- | ------- |  |  | ---- | --- | -
|                                 |       |                          
|                                 |       | Six Months Ended June 30,
|                                 |       |                          
|                                 |       |                           |         |        
|                                 |       | 2004                      |         | 2003   
|                                 |       |                           |         |        
|                                 |       |                           |         | Sales   |  |       |       | Sales 
|                                 |       | Sales                     |         | Growth  |  | Sales |       | Growth
|                                 |       |                           |         |         |  |       |       |       
|Scientific products and services |       | $                         | 1,532.6 |         |  |       | 30.8  | %      |   | $ | 1,171.6 |         |  |  | 5.6  | %  
|Healthcare products and services |       |                           | 463.8   |         |  |       | 8.0   | %      |   |   | 429.6   |         |  |  | 8.2  | %  
|Laboratory workstations          |       |                           | 81.8    |         |  |       | (22.6 | )%     |   |   | 105.7   |         |  |  | 17.6 | %  
|Eliminations                     |       |                           | (9.6    | )       |  |       |       |        |   |   | (9.0    | )       |  |  |      |    
|                                 |       |                           |         |         |  |       |       |        |   |   |         |         |  |  |      |    
|                                 | Total |                           | $       | 2,068.6 |  |       |       | 21.8   | % |   | $       | 1,697.9 |  |  |      | 7.1 | %
|                                 |       |                           |         |         |  |       |       |        |   |   |         |         |  |  |      |    

Sales growth rates for the three and six months
ended June 30, 2004 were favorably impacted by foreign
exchange translation totaling $16.4 million and
$43.9 million, respectively. Our organic growth rate
excluding the impact of foreign exchange translation during the
three months ended June 30, 2004 improved to
approximately 7% from approximately 3% in the
comparable period of 2003. For the six months ended
June 30, 2004, our organic growth rate excluding the impact
of foreign exchange translation improved to

19



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approximately 8% from 4% in the prior
year. For the three and six months ended June 30, 2004, the
increase in our organic growth rate was primarily attributable
to increased sales to our U.S. biotechnology and
international customers, increased demand for safety-related
products, and continued demand for clinical laboratory products,
partially offset by an expected decline in sales in our
laboratory workstations segment. The remainder of our growth
rate for the three and six months ended June 30, 2004 was
attributable to our acquisitions of Perbio, Oxoid and Dharmacon.


Scientific Products and
Services.Sales growth rates for the
three and six months ended June 30, 2004 were favorably
impacted by foreign exchange translation totaling
$15.9 million and $42.4 million, respectively. Our
organic growth rate, excluding the impact of foreign currency
translation, for the three months ended June 30, 2004
improved to approximately 12% from low single digits in the
comparable period of 2003. Our organic growth rate excluding the
impact of foreign exchange translation during the six months
ended June 30, 2004 improved to approximately 12% from
low single digits in the comparable period of 2003. The increase
in our organic growth rate in 2004 was attributable to continued
strong sales to our academic and pharmaceutical customers
increased sales to our U.S. biotechnology and international
customers, as well as increased demand for safety-related
products, that includes purchases by government entities through
domestic preparedness and bioterrorism-readiness initiatives.

Healthcare Products and
Services.The effect of foreign
exchange is not significant to our healthcare products and
services segment as sales are primarily to customers within the
U.S. Organic sales growth for the three months ended
June 30, 2004 was approximately 3%. The organic sales
growth reflects continued strong demand for clinical laboratory
products partially offset by our ongoing efforts to drive
operating income improvement in this segment, notwithstanding
the impact on revenue growth. Sales growth for the six months
ended June 30, 2004 was equally attributable to an increase
in demand for clinical laboratory products and the acquisition
of the Perbio medical devices business. For comparative purposes
the second half organic growth rates are expected to be
negatively impacted by the impact of last years strong flu
season.

Laboratory
Workstations.As expected, the sales
growth rate decreased for the three and six months ended
June 30, 2004, due to the timing of projects and slower
market demand for smaller projects. Order activity did improve
during the second quarter of 2004 with backlog at approximately
$124.8 million at June 30, 2004, compared with
$109.4 million a year-ago.

Income from
Operations

The following table presents income from
operations and income from operations as a percentage of sales
by reportable segment for the three months ended June 30,
2004 and 2003 (dollars in millions):

|                                        |                  |                             |      |               |  |      |      |      |  |  |     |     |   |  |     |     |  
|--------------------------------------- | ---------------- | --------------------------- | ---- | ------------- |  | ---- | ---- | ---- |  |  | --- | --- | - |  | --- | --- | -
|                                        |                  |                            
|                                        |                  | Three Months Ended June 30,
|                                        |                  |                            
|                                        |                  |                             |      |              
|                                        |                  |                             |      | Income from  
|                                        |                  |                             |      | Operations as
|                                        |                  | Income from                 |      | a Percentage 
|                                        |                  | Operations                  |      | of Sales     
|                                        |                  |                             |      |              
|                                        |                  | 2004                        |      | 2003          |  | 2004 |      | 2003
|                                        |                  |                             |      |               |  |      |      |     
|Scientific products and services        |                  | $                           | 76.2 |               |  | $    | 54.3 |      |  |  | 9.6 | %   |   |  | 9.1 | %  
|Healthcare products and services        |                  |                             | 15.3 |               |  |      | 9.0  |      |  |  | 6.7 | %   |   |  | 4.2 | %  
|Laboratory workstations                 |                  |                             | 1.3  |               |  |      | 3.8  |      |  |  | 3.0 | %   |   |  | 6.8 | %  
|Eliminations                            |                  |                             |     |               |  |      | (0.1 | )    |  |  |     |     |   |  |     |    
|                                        |                  |                             |      |               |  |      |      |      |  |  |     |     |   |  |     |    
|                                        | Segment subtotal |                             |      | 92.8          |  |      |      | 67.0 |  |  |     | 8.8 | % |  |     | 7.8 | %
|Inventory step-up                       |                  |                             | (5.7 | )             |  |      |     |      |  |  |     |     |   |  |     |    
|Non-recurring integration related costs |                  |                             | (1.5 | )             |  |      |     |      |  |  |     |     |   |  |     |    
|                                        |                  |                             |      |               |  |      |      |      |  |  |     |     |   |  |     |    
|                                        | Total            |                             | $    | 85.6          |  |      | $    | 67.0 |  |  |     | 8.1 | % |  |     | 7.8 | %
|                                        |                  |                             |      |               |  |      |      |      |  |  |     |     |   |  |     |    

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|                                        |                  |                           |       |               |  |      |       |       |  |  |     |     |   |  |     |     |  
|--------------------------------------- | ---------------- | ------------------------- | ----- | ------------- |  | ---- | ----- | ----- |  |  | --- | --- | - |  | --- | --- | -
|                                        |                  |                          
|                                        |                  | Six Months Ended June 30,
|                                        |                  |                          
|                                        |                  |                           |       |              
|                                        |                  |                           |       | Income from  
|                                        |                  |                           |       | Operations as
|                                        |                  | Income from               |       | a Percentage 
|                                        |                  | Operations                |       | of Sales     
|                                        |                  |                           |       |              
|                                        |                  | 2004                      |       | 2003          |  | 2004 |       | 2003 
|                                        |                  |                           |       |               |  |      |       |      
|Scientific products and services        |                  | $                         | 142.8 |               |  | $    | 102.8 |       |  |  | 9.3 | %   |   |  | 8.8 | %  
|Healthcare products and services        |                  |                           | 27.4  |               |  |      | 18.8  |       |  |  | 5.9 | %   |   |  | 4.4 | %  
|Laboratory workstations                 |                  |                           | 1.1   |               |  |      | 6.4   |       |  |  | 1.3 | %   |   |  | 6.1 | %  
|Eliminations                            |                  |                           |      |               |  |      | (0.2  | )     |  |  |     |     |   |  |     |    
|                                        |                  |                           |       |               |  |      |       |       |  |  |     |     |   |  |     |    
|                                        | Segment subtotal |                           |       | 171.3         |  |      |       | 127.8 |  |  |     | 8.3 | % |  |     | 7.5 | %
|Inventory step-up                       |                  |                           | (15.9 | )             |  |      |      |       |  |  |     |     |   |  |     |    
|Non-recurring integration related costs |                  |                           | (1.5  | )             |  |      |      |       |  |  |     |     |   |  |     |    
|                                        |                  |                           |       |               |  |      |       |       |  |  |     |     |   |  |     |    
|                                        | Total            |                           | $     | 153.9         |  |      | $     | 127.8 |  |  |     | 7.4 | % |  |     | 7.5 | %
|                                        |                  |                           |       |               |  |      |       |       |  |  |     |     |   |  |     |    

The Company recorded a charge of
$5.7 million and $15.9 million for the three and six
months ended June 30, 2004, respectively, for the step-up
in inventory related to the Companys acquisitions of
Perbio, Oxoid and Dharmacon. The Company also recorded a charge
of $1.5 million for the three months ended June 30,
2003 for costs related to the Apogent transaction. Excluding
these charges, for the three and six months ended June 30,
2004 income from operations as a percentage of sales was 8.8%
and 8.3%, respectively. The increase in income from operations
as a percentage of sales is attributable to improvements in
organic operating margins as well as our acquisitions.

Scientific Products and
Services.The 50 basis point
increase in operating margins reflect contributions from recent
acquisitions and margin improvement in our distribution
business, partially offset by increased investments to
accelerate growth initiatives to strengthen our technical
selling capability and enhance our applications-based product
development capabilities targeted toward the life-science and
biopharmaceutical production markets.

Healthcare Products and
Services.The increase in income from
operations as a percentage of sales for the three months ended
June 30, 2004 was primarily attributable to ongoing
initiatives to improve organic operating income as well as the
acquisition of Perbios medical device business.

Laboratory
Workstations.The expected decrease in
income from operations as a percentage of sales for the three
months ended June 30, 2004 was attributable to lower sales
in 2004 versus 2003 as a result of the timing of projects.

Interest Expense

Interest expense for the three and six months
ended June 30, 2004 was $23.0 million and
$45.0 million, respectively, an increase of
$6.4 million and $6.1 million, respectively, from the
comparable periods in 2003. The increase in interest expense is
attributable to an overall increase in our total debt balance
primarily associated with the issuance of $630 million of
convertible debt, offset partially by a decrease in interest
rates.

Other Expense, Net

Other expense for the three and six months ended
June 30, 2004, includes a $2.2 million charge
associated with the termination of a foreign currency contract.
During the six months ended June 30, 2003, in connection
with our debt refinancing, we recorded a charge of
$45.6 million consisting of $27.3 million of call
premiums and $18.3 million for the write-off of deferred
financing fees, a $3.7 million charge to mark-to-market
certain financial instruments, all of which were partially
offset by $1.4 million of dividend income from an
investment in preferred stock.

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Income Tax Provision

Our effective tax rate for the six months ended
June 30, 2004 was 28%, down from 30% for the
corresponding period in 2003, and reflects the ongoing
implementation of tax planning initiatives. The overall tax
provision for the three and six months ended June 30, 2004
of $16.8 million, or 27.3%, and $29.2 million, or
26.9% includes a tax benefit on nonrecurring charges associated
with the Perbio, Oxoid, and Dharmacon acquisitions as well as
integration related costs.

Liquidity and
Capital Resources

During the six months ended June 30, 2004,
cash generated from operating activities was $136.9 million
compared with $100.0 million for the comparable period in
2003. The increase in cash from operations in 2004 was related
to an increase in net income and continued improvements in
working capital management.

During the six months ended June 30, 2004,
we used $451.6 million of cash for investing activities
compared with $40.2 million for the comparable period in
2003. The increase in cash used in investing activities is
primarily attributable to the acquisitions of Oxoid and
Dharmacon in March and April 2004, respectively, as well as
capital spending associated with Perbio facility expansions.

During the six months ended June 30, 2004,
financing activities generated $284.7 million of cash
compared with using $51.6 million of cash for the
comparable period in 2003. During the first half of 2004 we
completed the following financing transactions:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On February 12, 2004, we amended our
    existing $225 million receivables securitization facility
    extending the facilitys maturity date to February 2005.
    All other material terms and conditions under the receivables
    securitization facility remained unchanged.                                                                                                                                                                                                                                                                                                                                       
|
| |  | On March 3, 2004, we sold $300 million
    of our 3.25% convertible senior subordinated notes due 2024
    and on March 23, 2004 sold an additional $30 million
    principal amount upon exercise of the over allotment option by
    the initial purchasers of the notes. These notes were issued
    pursuant to our registration statement on Form S-3 filed
    with the SEC on September 15, 2003, under which we can
    issue up to $750 million of debt and equity securities. In
    connection with the sale of the 3.25% convertible senior
    notes, we paid approximately $7.8 million in financing fees.
|
| |  | On March 31, 2004, we retired
    $80 million of bank debt outstanding under our term loan
    facility reducing the outstanding balance to $360 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Following the end of the second quarter
June 30, 2004, we completed certain financing transactions,
which we refer to as the Subsequent Transactions.
The Subsequent Transactions include the following:



| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The issuance and sale on August 3, 2004 of
    $300 million of our 6 3/4% senior subordinated
    notes due 2014. These notes were issued pursuant to
    Rule 144A. We used the proceeds from this offering to repay
    Apogents 6 1/2% senior subordinated notes due
    2013.

In connection with the merger of Apogent with and
into Fisher, Fisher and Apogent engaged in a number of financing
transactions, which we refer to as the Apogent Refinancing
Transactions. The Apogent Refinancing Transactions include
the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Fisher entered into a new credit facility (the
    New Credit Facility) to replace our existing credit
    facility, to pay off other existing indebtedness (including
    indebtedness of our subsidiaries), to provide working capital
    and for general corporate purposes. The New Credit Facility
    consists of (i) a $500 million revolving credit
    facility (the New Revolving Credit Facility) and
    (ii) a $700 million term loan facility (the New
    Term Loan Facility) in three tranches: (A) a
    $250 million tranche (Tranche A-1), (B) a
    $300 million tranche (Tranche A-2) and
    currently not funded (C) a $150 million tranche
    (Tranche B). In addition, we will have the
    ability, upon satisfaction of certain conditions, to request
    incremental term loans from the lenders under the
    New Credit Facility. Fishers obligations under the
    New Credit Facility as well as certain swap and other similar
    agreements with the lenders under the New Credit Facility and
    their affiliates will be guaranteed by certain of Fishers

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | existing and future direct and indirect material
    domestic subsidiaries (other than subsidiaries of Apogent). The
    obligations of Fisher and the subsidiary guarantors will be
    secured by a pledge of the stock or other ownership interests of
    all material subsidiaries that are direct subsidiaries of Fisher
    or any guarantor (limited to a pledge of 65% of the equity
    interests of foreign subsidiaries and controlled foreign
    corporations).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Apogent completed an exchange offer for its
    $345 million aggregate principal amount of Floating Rate
    Senior Convertible Contingent Debt Securities due 2033, which
    are referred to as the Floating Rate CODES. The exchange offer
    of the Floating Rate CODES aligns the conversion terms of
    Apogents convertible debt with Fishers currently
    outstanding convertible debt. $344.55 million aggregate
    principal amount representing 99.9 percent of the outstanding
    principal amount of the Floating Rate CODES have been tendered
    for exchange. Apogent has accepted all tendered Floating Rate
    CODES and, in exchange, has issued a like principal amount of
    Floating Rate Convertible Senior Debentures and paid an exchange
    fee of 0.50 percent of the principal amount of the
    securities tendered. In addition, Apogent paid a consent fee of
    0.60 percent to not register the notes as required per the
    original registration rights agreement. Neither Fisher nor
    Apogent received any proceeds from the issuance of the new
    debenture in the exchange offer.
|
| |  | Apogent completed an exchange offer for its
    $300 million aggregate principal amount of
    2.25% Senior Convertible Contingent Debt Securities due
    2021, which are referred to as the 2.25% CODES. The
    exchange offer of the 2.25% CODES aligns the conversion
    terms of Apogents convertible debt with Fishers
    currently outstanding convertible debt. $298.84 million
    aggregate principal amount representing 99.6 percent of the
    outstanding principal amount of the 2.25% CODES have been
    tendered for exchange. Apogent has accepted all tendered
    2.25% CODES and, in exchange, has issued a like principal
    amount of 2.25% Senior Convertible Contingent Debt
    Securities and paid an exchange fee of 0.50 percent of the
    principal amount of the securities tendered. Neither Fisher nor
    Apogent received any proceeds from the issuance of the new
    debenture in the exchange offer.                                                                                                                                                                                      
|
| |  | Apogent completed a cash tender offer and a
    concurrent consent solicitation to amend the indenture for the
    6 1/2% senior subordinated notes in order to eliminate
    most of the restrictive covenants in that indenture for any and
    of all of its outstanding $250 million aggregate principal
    amount of 6 1/2% senior subordinated notes due 2013.
    Apogent has accepted for payment $249.55 million aggregate
    principal amount representing 99.8 percent of the
    outstanding principal amount of the 6 1/2% senior
    subordinated notes due 2013. The purchase price for the notes
    was $1,107.50 in cash per $1,000 principal amount, plus accrued
    and unpaid interest.                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Apogent, has outstanding approximately
    $7 million aggregate principal amount of 8% senior
    notes due 2011 that we do not expect to refinance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

The following table sets forth our capitalization
as of June 30, 2004 on an actual basis and as adjusted to
reflect the Subsequent Transactions as well as the Apogent
Refinancing Transactions.

You should read this table along with our
financial statements and related notes included elsewhere herein.

As of June 30, 2004, we had the ability to
borrow an aggregate of $366.2 million under our accounts
receivable securitization facility and revolving credit facility.

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##### Table of Contents



|                                 |                                                          |                      |   |             |         |  |   |         |         | 
|-------------------------------- | -------------------------------------------------------- | -------------------- | - | ----------- | ------- |  | - | ------- | ------- | 
|                                 |                                                          |                     
|                                 |                                                          | As of June 30, 2004 
|                                 |                                                          |                     
|                                 |                                                          | Actual               |   | As Adjusted
|                                 |                                                          |                      |   |            
|                                 |                                                          |                     
|                                 |                                                          | (in millions)       
|Debt, including short-term debt: |                                                          |                      |   |             |         |  |   |        
|                                 | Revolving credit facility(a)                             |                      | $ |            |         |  | $ |        |        
|                                 | New multi-year secured credit facility                   |                      |   |            |         |  |   | 400.0   |        
|                                 | Term loan facility                                       |                      |   | 360.0       |         |  |   |        |        
|                                 | Other                                                    |                      |   | 32.0        |         |  |   | 55.1    |        
|                                 | 7 1/8% notes due 2005                                    |                      |   | 0.4         |         |  |   | 0.4     |        
|                                 | 2.50% convertible senior notes due 2023                  |                      |   | 300.0       |         |  |   | 300.0   |        
|                                 | 3.25% convertible senior subordinated notes
    due 2024 |                      |   | 330.0       |         |  |   | 330.0   |        
|                                 | 8 1/8% senior subordinated notes due
    2012            |                      |   | 310.1       |         |  |   | 310.1   |        
|                                 | 8% senior subordinated notes due 2013                    |                      |   | 310.7       |         |  |   | 310.7   |        
|                                 | 2.25% senior convertible contingent
    debentures       |                      |   |            |         |  |   | 298.8   |        
|                                 | 2.25% CODES                                              |                      |   |            |         |  |   | 1.2     |        
|                                 | Floating senior convertible contingent debentures        |                      |   |            |         |  |   | 344.6   |        
|                                 | Floating CODES                                           |                      |   |            |         |  |   | 0.4     |        
|                                 | 8% senior notes due 2011                                 |                      |   |            |         |  |   | 7.1     |        
|                                 | 6 3/4% senior subordinated notes due
    2014            |                      |   |            |         |  |   | 300.0   |        
|                                 | 6 1/2% senior subordinated notes due
    2013            |                      |   |            |         |  |   | 0.4     |        
|                                 |                                                          |                      |   |             |         |  |   |        
|                                 |                                                          | Total debt(b)        |   |             | 1,643.2 |  |   |         | 2,658.8 | 
|                                 | Stockholders equity                                     |                      |   | 680.2       |         |  |   | 3,624.8 |        
|                                 |                                                          |                      |   |             |         |  |   |        
|                                 |                                                          | Total capitalization |   | $           | 2,323.4 |  |   | $       | 6,283.6 | 
|                                 |                                                          |                      |   |             |         |  |   |        



---



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | The $190.0 million revolving credit facility
    is available for working capital and general corporate purpose.
    As of June 30, 2004, approximately $28.2 million of
    this facility was utilized for outstanding letters of credit. As
    adjusted, the revolving credit facility under the New Credit
    Facility is $500.0 million, and $36.9 million was
    utilized for outstanding letters of credit.
|   
|(b) |  | Total debt does not include $20.6 million
    sold through our accounts receivable securitization facility at
    June 30, 2004.                                                                                                                                                                                                                                                                                    

In April 2003, the Company entered into various
pay-fixed interest rate swaps to hedge a portion of the
variability of cash flows related to changes in interest rates
on borrowings of variable rate debt obligations. The interest
rate swaps have a notional value of $200 million and expire
at various dates between March 2008 and March 2010.

The following table summarizes maturities for our
significant financial obligations as adjusted to reflect the
Subsequent Transactions, as well as the Apogent Refinancing
Transactions as of June 30, 2004 (in millions):

|                                                                     |                               |                        |         |           |  |           |      |           |  |         |      |      |  |   |      |       |  |   |         |         | 
|-------------------------------------------------------------------- | ----------------------------- | ---------------------- | ------- | --------- |  | --------- | ---- | --------- |  | ------- | ---- | ---- |  | - | ---- | ----- |  | - | ------- | ------- | 
|                                                                     |                               |                       
|                                                                     |                               | Payments Due by Period
|                                                                     |                               |                       
|                                                                     |                               |                        |         | Less than |  |           |      | More than
|                                                                     |                               | Total                  |         | 1 Year    |  | 1-3 Years |      | 3-5 Years |  | 5 Years
|                                                                     |                               |                        |         |           |  |           |      |           |  |        
|Debt, including short-term debt(a)                                   |                               | $                      | 2,657.1 |           |  | $         | 22.9 |           |  | $       | 14.7 |      |  | $ | 98.2 |       |  | $ | 2,521.3 |        
|Capital lease obligations                                            |                               |                        | 1.7     |           |  |           | 0.8  |           |  |         | 0.9  |      |  |   |     |       |  |   |        |        
|Operating leases                                                     |                               |                        | 233.3   |           |  |           | 43.8 |           |  |         | 66.9 |      |  |   | 50.8 |       |  |   | 71.8    |        
|Unconditional purchase obligations(b)                                |                               |                        | 16.2    |           |  |           | 13.2 |           |  |         | 3.0  |      |  |   |     |       |  |   |        |        
|Other long-term liabilities reflected on the
    balance sheet(s)(c) |                               |                        | 14.0    |           |  |           |     |           |  |         | 6.8  |      |  |   | 3.1  |       |  |   | 4.1     |        
|                                                                     |                               |                        |         |           |  |           |      |           |  |         |      |      |  |   |      |       |  |   |         |        
|                                                                     | Total Contractual Obligations |                        | $       | 2,922.3   |  |           | $    | 80.7      |  |         | $    | 92.3 |  |   | $    | 152.1 |  |   | $       | 2,597.2 | 
|                                                                     |                               |                        |         |           |  |           |      |           |  |         |      |      |  |   |      |       |  |   |         |        



---



|    |  |                                                                                                                                                        
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Amounts represent the expected cash payments for
    our debt and do not include any unamortized discounts or
    premiums and deferred issuance costs.

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|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | Unconditional purchase obligations include
    agreements to purchase goods or services that are enforceable
    and legally binding and that specify all significant terms,
    including: fixed or minimum quantities to be purchased; fixed,
    minimum or variable price provisions; and the approximate timing
    of the transaction. Purchase obligations exclude agreements that
    are cancelable at any time without penalty.
|   
|(c) |  | Includes only long-term liabilities where both
    the timing and amount of payment streams are known.                                                                                                                                                                                                                                                                                                                                   

In addition to the contractual obligations noted
above, the Company has outstanding standby letters of credit
totaling $28.2 million expiring over the next year.

We expect to satisfy our short-term funding
requirements from free operating cash flow, together with cash
and cash equivalents on hand or available borrowings through our
Credit Facility. A change in demand for the Companys goods
and services, while unlikely, would reduce free operating cash
flow available to fund our operations. If such a decrease in
demand were significant and free operating cash flow were
reduced significantly, we could utilize the Receivables
Securitization facility (see Item 8 
Financial Statements and Supplementary Data 
Note 21 Subsequent Events in the Companys
Form 10-K for the year ended December 31, 2003) to the
extent that we have qualified receivables to sell through the
facility. We believe that these funding sources are sufficient
to meet our ongoing operating, capital expenditure and debt
service requirements for at least the next twelve months. Cash
requirements for periods beyond the next twelve months depend on
our profitability, our ability to manage working capital
requirements and our growth rate. We may seek to raise
additional funds from public or private debt or equity
financings, or from other sources for general corporate purposes
or for the acquisition of businesses or products. There can be
no assurance that additional funds will be available at all or
that, if available, will be obtained at terms favorable to us.
Additional financing could also be dilutive.

Critical Accounting Policies

The discussion and analysis of our financial
condition and results of operations are based on our financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires
us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. On an ongoing basis, management
evaluates its estimates and judgments, including, among others,
those related to revenue recognition, environmental liabilities,
goodwill impairment, pension plans, convertible debt impact on
earnings per share, and stock-based compensation. Those
estimates and assumptions are based on our historical
experience, our observance of trends in the industry, and
various other factors that are believed to be reasonable under
the circumstances and form the basis for making judgments about
the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ
from these estimates under different assumptions or conditions.
Refer to Item 7  Managements
Discussion and Analysis of Results of Operations and Financial
Condition in the Companys Annual Report on
Form 10-K for the year ended December 31, 2003 for the
Companys critical accounting policies.

Convertible
Notes as of July 16,
2004, our 2.50% convertible senior notes, with an initial
conversion price of $47.46, may be converted into shares of our
common stock. The Companys common stock closed
above 120% of the initial conversion price of the notes
(representing a contingent conversion price of $56.95) for 20 of
30 consecutive trading days, resulting in a conversion event.
The dilutive effect of these notes has been included in the
diluted weighted average common shares outstanding used in
computing diluted net income per share for the three and six
months ended June 30, 2004. By application of the treasury
stock method, 0.1 million shares have been included in the
diluted weighted-average common shares outstanding. By
application of the treasury stock method, 1.1 million
shares on a full-year basis would be included in the weighted
average common shares outstanding at 120% of the initial
conversion price.

The Companys 3.25% convertible senior
subordinated notes, with an initial conversion price of $80.40,
are not yet convertible. Once the notes become convertible, the
dilutive effect of the convertible notes shall be reflected in
diluted EPS. By application of the treasury stock method
0.7 million shares on a full-year basis

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##### Table of Contents



would be included in the weighted average common
shares outstanding used in computing diluted net income per
share at 120% of the initial conversion price for these
notes (representing a contingent conversion price of
$96.48).


Upon conversion, we will have the right to
deliver, in lieu of common stock, cash or a combination of cash
and common stock. It is our current intention to satisfy our
obligation upon a conversion of the notes first, in cash, in an
amount equal to the principal amount of the notes converted and
second, in shares of our common stock, to satisfy the remainder,
if any, of our conversion obligation. Our ability to deliver
cash at the time of conversion will be subject to many factors,
including the amount of cash we have available to us, whether
the agreements governing our indebtedness would permit such a
cash settlement, our then existing cash needs, and other factors.

The Emerging Issues Task Force (EITF)
reached a tentative consensus at its July meeting on the draft
abstract for EITF Issue No. 04-8, The Effect of
Contingently Convertible Debt on Diluted Earnings Per
Share (EITF 04-8). EITF 04-8 would require
contingently convertible debt to be included in diluted earnings
per share computations, if dilutive, regardless of whether a
conversion event has occurred. The effective date would be
reporting periods ending on or after December 15, 2004.
Prior period earnings per share amounts presented for
comparative purposes would be restated to conform to this
consensus.

Stock
Options we measure
compensation expense for our stock-based employee compensation
plans using the intrinsic value method prescribed by APB Opinion
No. 25, Accounting for Stock Issued to
Employees. Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based
Compensation (SFAS 123) defines a fair
value method of accounting for an employee stock option or
similar equity instrument. We determine the fair value of our
stock options using the Black-Scholes option-pricing model.
Compensation expense as prescribed by SFAS 123 would have
been 16% dilutive to our diluted net income per share for the
three months ended June 30, 2004. Compensation expense for
stock options is anticipated to be approximately 23%
dilutive to our diluted net income per share for the year ending
December 31, 2004. Excluding the charges related to the
step-up of inventory to its acquired fair value for the
acquisitions, integration related costs, and the costs
associated with terminating a foreign currency contract the
dilutive effect of expensing stock options is 14% and 11% for
the three months ended June 30, 2004 and including the
effect of the Apogent merger for the year ending
December 31, 2004, respectively.

Recent Accounting Pronouncements

For information on recent accounting
pronouncements, refer to Item 1  Financial
Statements  Note 12  Recent
Accounting Pronouncements, which is incorporated herein by
reference.






|         |                                                               
|-------- | --------------------------------------------------------------
|Item 3  | Quantitative and Qualitative Disclosures
    About Market Risk

We measure our market risk related to our
holdings of financial instruments based on changes in interest
rates, foreign currency rates and commodities utilizing
sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on
a hypothetical 10% change in these market rates. We used market
rates as of June 30, 2004 on our financial instruments to
perform this sensitivity analysis. We do not include items such
as lease contracts, insurance contracts, and obligations for
pension and other post-retirement benefits in the analysis.

Our primary interest rate exposures relate to
cash, fixed and variable rate debt and interest rate swaps and
options. The potential loss in fair values is based on an
immediate change in the net present values of our interest rate
sensitive exposures resulting from a 10% change in interest
rates. The potential loss in cash flows and earnings is based on
the change in the net interest income/expense over a one-year
period due to an immediate 10% change in rates. A hypothetical
10% change in interest rates would not have had a material
impact on our fair values, cash flows or earnings for the three
and six months ended June 30, 2004 and 2003.

Our primary currency rate exposures relate to our
intercompany debt, foreign cash and foreign currency forward and
option contracts. The potential loss in fair values is based on
an immediate change in the U.S. dollar equivalent balances
of our currency exposures due to a 10% shift in exchange
rates. The potential

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loss in cash flows and earnings is based on the
change in cash flow and earnings over a one-year period
resulting from an immediate 10% change in currency exchange
rates. A hypothetical 10% change in the currency exchange
rates would not have had a material impact on the fair values,
cash flows or earnings for the three and six months ended
June 30, 2004 and 2003.


Our primary commodity exposures relate to our use
of diesel fuel for transportation and natural gas for
manufacturing and heating purposes, as well as swaps and
options. The potential loss in fair values is based on an
immediate change in the net present value of our commodity
exposures resulting from a 10% change in market rates. The
potential loss in cash flows and earnings would not have had a
material impact on our fair values, cash flows or earnings for
the three and six months ended June 30, 2004 and 2003.

In the normal course of business, we use
derivative financial instruments, including interest rate swaps
and options and foreign currency forward exchange contracts and
options, and commodity swaps and options to manage market risks.
The objective in managing our exposure to changes in interest
rates is to limit the impact of these changes on earnings and
cash flow and to lower our overall borrowing costs. The
objective in managing our exposure to changes in foreign
currency exchange rates is to reduce volatility on earnings and
cash flow associated with these changes. The objective in
managing our exposure to energy commodities is to reduce our
volatility on earnings and cash flow associated with these
changes. Our principal currency exposures are in the major
European currencies and in the Canadian dollar. We do not hold
derivatives for trading purposes.

We operate manufacturing and logistical
facilities as well as offices around the world and utilize fixed
and floating rate debt to finance global operations. As a
result, we are subject to business risks inherent in
non-U.S. activities, including political and economic
uncertainty, import and export limitations, and market risk
related to changes in interest rates and foreign currency
exchange rates. We believe the political and economic risks
related to foreign operations are mitigated due to the stability
of the countries in which our largest foreign operations are
located.





|         |                        
|-------- | -----------------------
|Item 4  | Controls and Procedures

As of the end of the period covered by this
quarterly report on Form 10-Q, an evaluation of the
effectiveness of the Companys disclosure controls and
procedures (pursuant to Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended) was carried out under the
supervision of the Companys Chief Executive Officer and
Chief Financial Officer, with the participation of the
Companys management. Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that
the design and operation of the Companys disclosure
controls and procedures are effective in timely alerting them to
material information relating to the Company that is required to
be included in the Companys periodic SEC filings. There
has been no change in the Companys internal control over
financial reporting that occurred during the fiscal quarter that
has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial
reporting.



PART II  OTHER
INFORMATION

Item 4  Submission of
Matters to Security Holders

The Company convened its annual meeting on
June 28, 2004 for the purpose of voting on (i) the
election of two directors, Michael D. Dingman and
Charles A. Sanders, M.D., (ii) the ratification of the
appointment of Deloitte & Touche LLP as the
Companys independent auditors for the current fiscal year
and (iii) the adjournment of the annual meeting with
respect to voting on the issuance of common stock of the Company
in connection with the merger. Proxies for the meeting were
solicited by the Company pursuant to Regulation 14A under
the Securities Exchange Act of 1934. At the annual meeting, both
Mr. Dingman and Dr. Sanders were elected as directors,
each to serve three-year terms, Deloitte & Touche LLP
was ratified as the Companys independent auditors for the
current fiscal year and the annual meeting was adjourned after
voting on the aforementioned items. The following number of
votes were cast with respect to the election of
Mr. Dingman: 53,259,689 votes FOR and
5,148,082 votes WITHHELD. The following number of shares
were cast with respect to the election of Dr. Sanders:
55,426,959 votes FOR and 2,980,812 votes WITHHELD. In
addition, votes cast regarding the ratification of the
appointment of Deloitte & Touche LLP as the
Companys independent auditors for the current fiscal year
were as follows: 56,127,395 votes FOR; 2,248,563 votes

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##### Table of Contents



AGAINST; and 31,813 abstentions. Votes cast
regarding the adjournment proposal were as follows:
58,407,771 votes FOR; 0 votes AGAINST; and
0 abstentions.


The stockholders of the Company approved the
issuance of common stock of the Company in connection with the
Merger at a reconvened Annual Meeting of Stockholders held on
August 2, 2004. Votes cast regarding the issuance of common
stock in connection with the Merger were as follows: 54,324,608
votes FOR; 84,976 votes AGAINST; 389,097 abstentions; and
5,538,912 broker non-votes.




Item 6  Exhibits and
Reports on Form 8-K

(a) Exhibits:



| |                |                                                                                                                                                                                                                                                                                                              
| | -------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit 4.1   | Indenture, dated as of August 3, 2004, among
    Apogent Technologies Inc., Fisher Scientific International Inc.
    and The Bank of New York, as Trustee, providing for the issuance
    of Apogents Floating Rate Convertible Senior Debentures
    due 2033**                                            
|
| | Exhibit 4.2   | Indenture, dated as of August 3, 2004, among
    Apogent, Fisher Scientific International Inc. and The Bank of
    New York, as Trustee, providing for the issuance of
    Apogents 2.25% Convertible Senior Debentures due 2021**                                                                          
|
| | Exhibit 4.3   | Supplemental Indenture, dated as of
    August 2, 2004, to the Indenture dated as of
    October 10, 2001, among Apogent, Fisher Scientific
    International Inc. and The Bank of New York, as Trustee**                                                                                                    
|
| | Exhibit 4.4   | Supplemental Indenture, dated as of
    August 2, 2004, to the Indenture dated as of
    December 17, 2003, among Apogent, Fisher Scientific
    International Inc. and The Bank of New York, as Trustee relating
    to Apogents Floating Rate Senior Convertible Contingent
    Debt Securities due 2033**



| |                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibit 10.1  | Guaranty, dated as of August 2, 2004, among
    Fisher Scientific International Inc., as Borrower, Apogent
    Technologies Inc., as Guarantor, the other Guarantors named
    therein, and Bank of America, N.A., as Administrative Agent for
    the Lenders, as Guaranteed Party**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | Exhibit 10.2  | Pledge Agreement dated as of August 2, 2004
    by and among Fisher Scientific International Inc., as Borrower,
    Apogent Technologies Inc., as Pledgor, the other Pledgors named
    therein, J.P. Morgan Trust Company, National Association, as
    Senior Note Trustee and Bank of America, N.A., as Agent for the
    Lenders, as Secured Party**                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Exhibit 10.3  | Credit Agreement, dated as of August 2,
    2004, among Fisher Scientific International Inc., each lender
    from time to time party thereto, Bank of America, N.A., as
    Administrative Agent and Swing Line Lender, Banc of America
    Securities LLC and Deutsche Bank Securities Inc., as Joint Lead
    Arrangers, Banc of America Securities LLC, Deutsche Bank
    Securities Inc. and Credit Suisse First Boston, acting through
    its Cayman Islands Branch or one of its affiliates, as Joint
    Book Managers, and Deutsche Bank Securities Inc., Credit Suisse
    First Boston, acting through its Cayman Islands Branch or one of
    its affiliates, ABN Amro Bank, N.V. and Merrill Lynch Capital
    Corporation, as Co-Syndication and Co-Documentation Agents*
|
| | Exhibit 31.1  | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Exhibit 31.2  | Certification pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Exhibit 32.1  | Certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | Exhibit 32.2  | Certification pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(b) Reports on Form 8-K:

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Fisher filed a current report on Form 8-K,
dated April 16, 2004, reporting items 5 and 7, announcing
that on April 16, 2004, the Boards of Directors of Fisher
and Apogent Technologies Inc. amended and restated the Agreement
and Plan of Merger, dated as of March 17, 2004, to reflect
certain technical changes made to the Agreement and Plan of
Merger.



---



|  |                
|- | ---------------
|* | Filed herewith.



|   |                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------
|** | Incorporated by reference to the like-numbered
    exhibit to Apogent Technologies Inc.s Form 10-Q filed
    on August 9, 2004.

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SIGNATURE

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



| |                                                 
| | ------------------------------------------------
| | FISHER SCIENTIFIC INTERNATIONAL INC.            
|
| | /S/ KEVIN P. CLARK                              
| |                                                 
| | Kevin P. Clark                                  
| | Vice President and Chief Financial
    Officer  
| | (Principal Financial and Accounting
    Officer)

Date: August 9, 2004

30